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Amendment No. 7 To Trademark Agreement - CEPHALON INC - 3-30-2001

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Amendment No. 7 To Trademark Agreement - CEPHALON INC - 3-30-2001 Powered By Docstoc
					Exhibit 10.5(r) July 31, 2000 Genelco S.A. 8 Route de Beaumont 1701 Fribourg Switzerland Re: Amendment No. 7 to Trademark Agreement Gentlemen: This letter agreement shall serve as an amendment to the Trademark Agreement dated January 20, 1993, as amended (the "Trademark Agreement") between Cephalon, Inc. ("Cephalon") and Genelco S.A. ("Genelco") and shall be effective as of the date hereof. All capitalized terms not otherwise defined or amended shall have the same meaning as the defined terms in the Trademark Agreement. 1. Genelco agrees to file trademark applications for the mark PROVIGIL Plus Logo, attached as Exhibit A, in the following countries at its expense: Ireland, Italy, Japan, Mexico, countries of Central and South America, South Korea, Taiwan, United Kingdom, and the United States. Genelco agrees to diligently prosecute these applications and maintain the resulting registrations at its expense. 2. Genelco grants Cephalon an exclusive license to use the PROVIGIL Plus Logo mark in connection with the Licensed Product in the Territory, according to the same terms as the Trademark Agreement. 3. Genelco agrees that it will not grant licenses to use the PROVIGIL Plus Logo mark to any third parties anywhere in the world, without Cephalon's prior written consent. 4. In the event that the Cephalon and Genelco terminate the Trademark Agreement, Genelco agrees that Cephalon will own all right, title and interest in the Logo portion of the PROVIGIL Plus Logo mark and Genelco will assign its interest in the Logo portion of the mark and the associated goodwill to Cephalon. 5. Cephalon and Genelco agree to execute and deliver at a future date any additional documents that may be necessary to perfect the intent of this Amendment.

Genelco S.A. Amendment No. 9 July 31, 1999 Page 2 6. Cephalon and Genelco hereby restate their respective representations and warranties made in the Trademark Agreement, as amended pursuant to this letter agreement. 7. Except as modified by this letter agreement, all provisions of the Trademark Agreement are confirmed to be and shall remain in full force and effect. If the foregoing is acceptable, please indicate your agreement in the space provided below. CEPHALON, INC.
By: /s/ John E. Osborn -------------------------------------

Genelco S.A. Amendment No. 9 July 31, 1999 Page 2 6. Cephalon and Genelco hereby restate their respective representations and warranties made in the Trademark Agreement, as amended pursuant to this letter agreement. 7. Except as modified by this letter agreement, all provisions of the Trademark Agreement are confirmed to be and shall remain in full force and effect. If the foregoing is acceptable, please indicate your agreement in the space provided below. CEPHALON, INC.
By: /s/ John E. Osborn ------------------------------------John E. Osborn Sr. Vice President, General Counsel & Secretary

Accepted and Agreed by Genelco S.A. GENELCO, S.A.
By: /s/ Philippe E. Courvoisier -------------------------------Name: Philippe E. Courvoisier Date: 10/13/00

EXHIBIT 10.13(b) 10/30/00 GABITRIL PRODUCT AGREEMENT This Gabitril Product Agreement (this "Agreement") dated as of this 31st day of October, 2000 by and between Abbott Laboratories, an Illinois corporation ("Abbott") and Cephalon, Inc., a Delaware corporation ("Cephalon"). WITNESSETH: WHEREAS, Abbott and Novo Industri A/S, a Danish corporation ("Novo") have entered into a License Agreement dated as of March 23, 1990, as amended by an Amendment dated December, 1999 (the "Novo License Agreement") pursuant to which Novo granted Abbott an exclusive license to make, have made, use and sell the pharmaceutical product N-(4, 4-di (3-methyl-2-thienyl) but-3-en-1-yl) nipecotic acid, which is marketed and sold in the United States as Gabitril(R); WHEREAS, Abbott and Cephalon have entered into a Marketing and Development Collaboration Agreement dated June 10, 1999 (the "Marketing and Development Agreement") pursuant to which Abbott granted Cephalon the right to collaborate with Abbott on the marketing and clinical development of Gabitril in the United States;

EXHIBIT 10.13(b) 10/30/00 GABITRIL PRODUCT AGREEMENT This Gabitril Product Agreement (this "Agreement") dated as of this 31st day of October, 2000 by and between Abbott Laboratories, an Illinois corporation ("Abbott") and Cephalon, Inc., a Delaware corporation ("Cephalon"). WITNESSETH: WHEREAS, Abbott and Novo Industri A/S, a Danish corporation ("Novo") have entered into a License Agreement dated as of March 23, 1990, as amended by an Amendment dated December, 1999 (the "Novo License Agreement") pursuant to which Novo granted Abbott an exclusive license to make, have made, use and sell the pharmaceutical product N-(4, 4-di (3-methyl-2-thienyl) but-3-en-1-yl) nipecotic acid, which is marketed and sold in the United States as Gabitril(R); WHEREAS, Abbott and Cephalon have entered into a Marketing and Development Collaboration Agreement dated June 10, 1999 (the "Marketing and Development Agreement") pursuant to which Abbott granted Cephalon the right to collaborate with Abbott on the marketing and clinical development of Gabitril in the United States; WHEREAS, Abbott and Cephalon desire to enter into a new relationship whereby Cephalon will be granted by Abbott a sublicense under the Novo License Agreement and will assume sole and exclusive responsibility for the further development of Gabitril and for marketing, selling and distributing Gabitril in the United States; WHEREAS, Cephalon and Abbott shall enter into a Toll Manufacturing and Packaging Agreement of even date herewith under which Abbott shall manufacture and deliver Gabitril to Cephalon; and **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

WHEREAS, upon the effectiveness of this Agreement, Abbott and Cephalon desire to terminate the Marketing and Development Agreement. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS The following definitions will control the construction of each of the following terms wherever they appear in this Agreement. 1.1 "Abbott Affiliate", "Cephalon Affiliate" or "Novo Affiliate" shall mean any company, joint venture, partnership or other business entity which controls, is controlled by, or is under common control with, Abbott, Cephalon or Novo, as the case may be. A business entity shall be deemed to control another business entity if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other business entity, whether through the ownership of voting securities, by contract or otherwise. 1.2 "Abbott Improvement" shall mean any Improvement which was developed by Abbott and/or an Abbott Affiliate. 1.3 "Abbott Technology" shall mean all of the following proprietary rights covering the Compound, its

WHEREAS, upon the effectiveness of this Agreement, Abbott and Cephalon desire to terminate the Marketing and Development Agreement. NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, the parties hereto agree as follows: ARTICLE I DEFINITIONS The following definitions will control the construction of each of the following terms wherever they appear in this Agreement. 1.1 "Abbott Affiliate", "Cephalon Affiliate" or "Novo Affiliate" shall mean any company, joint venture, partnership or other business entity which controls, is controlled by, or is under common control with, Abbott, Cephalon or Novo, as the case may be. A business entity shall be deemed to control another business entity if it possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other business entity, whether through the ownership of voting securities, by contract or otherwise. 1.2 "Abbott Improvement" shall mean any Improvement which was developed by Abbott and/or an Abbott Affiliate. 1.3 "Abbott Technology" shall mean all of the following proprietary rights covering the Compound, its formulation, its delivery as a pharmaceutical compound, its uses in the Field, its methods of manufacture in the Territory, that are owned by or licensed (with a right to sublicense) to Abbott as of the date hereof or in the future: (i) Abbott Improvements; (ii) patent applications and patents, including without limitation, divisions, continuations, and continuations-in-part of such patent applications and renewals, extensions, re-examinations and reissues of such patents; and (iii) technical data, information, materials, trade secrets and other 2 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

know-how; provided, however, that Abbott Technology shall not include any proprietary rights that are included within the scope of Licensed Patent Rights and/or Technical Information and Know-How. Exhibit 1.3 sets forth a list of the existing patent and patent applications included within the Abbott Technology. 1.4 "Cephalon Extended Release Improvement" shall mean any Improvement arising from the research activities of Cephalon relating to an extended release formulation of the Compound. 1.5 "Composition Patent" shall mean United States Patent Number 5,010,090 as it relates to the Compound, which was issued on April 23, 1991 and, is currently scheduled to expire on April 23, 2008 and for which a patent term extension has been petitioned for to extend the expiration until September 30, 2011. 1.6 "Compound" shall mean mean N-(4, 4-di(3-methyl-2-thienyl) but-3-en-l-yl) nipecotic acid, otherwise referred to as Tiagabine, and sold and marketed in the Territory under the Trademark Gabitril(R) and any other forms thereof, including, but not limited to, its salts, esters, amides, complexes, chelates, hydrates, isomers, crystalline and amorphous forms. 1.7 "Dollar" or "$" shall mean lawful money of the United States in immediately available funds. 1.8 "Effective Date" shall have the meaning given in Section 11.3. 1.9 "Exclusive License" shall mean a license granted by Abbott, and "Exclusive Sublicense" shall mean a sublicense granted by Abbott under the Novo License Agreement whereby Cephalon's rights are sole and entire

know-how; provided, however, that Abbott Technology shall not include any proprietary rights that are included within the scope of Licensed Patent Rights and/or Technical Information and Know-How. Exhibit 1.3 sets forth a list of the existing patent and patent applications included within the Abbott Technology. 1.4 "Cephalon Extended Release Improvement" shall mean any Improvement arising from the research activities of Cephalon relating to an extended release formulation of the Compound. 1.5 "Composition Patent" shall mean United States Patent Number 5,010,090 as it relates to the Compound, which was issued on April 23, 1991 and, is currently scheduled to expire on April 23, 2008 and for which a patent term extension has been petitioned for to extend the expiration until September 30, 2011. 1.6 "Compound" shall mean mean N-(4, 4-di(3-methyl-2-thienyl) but-3-en-l-yl) nipecotic acid, otherwise referred to as Tiagabine, and sold and marketed in the Territory under the Trademark Gabitril(R) and any other forms thereof, including, but not limited to, its salts, esters, amides, complexes, chelates, hydrates, isomers, crystalline and amorphous forms. 1.7 "Dollar" or "$" shall mean lawful money of the United States in immediately available funds. 1.8 "Effective Date" shall have the meaning given in Section 11.3. 1.9 "Exclusive License" shall mean a license granted by Abbott, and "Exclusive Sublicense" shall mean a sublicense granted by Abbott under the Novo License Agreement whereby Cephalon's rights are sole and entire and operate to exclude all others, including Novo and Abbott, subject only to (i) Abbott or Novo being compelled by any governmental authority 3 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

to grant a compulsory license in the Territory and (ii) the rights reserved by Abbott pursuant to Section 2.2. 1.10 "Execution Date" shall mean the date set forth in the introductory paragraph of this Agreement. 1.11 "Field" shall mean all human pharmaceutical uses of the Compound as a therapeutically active ingredient with or without other therapeutically active ingredients. 1.12 "HSR Act" shall have the meaning given in Section 5.1(c). 1.13 "Improvement" shall an "Improvement" as defined in the 1999 Amendment to the Novo License Agreement. 1.14 "IND" shall mean investigational new drug application number 36,579 (epilepsy) and number 60,917 (neuropathic pain). 1.15 "Licensed Product" shall mean any bulk or drug formulation containing the Compound in the Field. 1.16 "Licensed Patent Rights" shall mean rights to the patent applications and patents covering the Compound, its formulations, its delivery as a pharmaceutical compound, its uses in the Field, its methods of manufacture in the Territory which are licensed to Abbott under the Novo License Agreement including, without limitation, divisions, continuations, and continuations-in-part of such patent applications and renewals, extensions, or reissues of such patents; provided, however, Licensed Patent Rights shall exclude any Novo Improvements unless and until Cephalon exercises its option under Section 2.3. Exhibit 1.16 sets forth a list of the existing Licensed Patent Rights. 1.17 "Net Sales" shall mean as to sales in the Territory:

to grant a compulsory license in the Territory and (ii) the rights reserved by Abbott pursuant to Section 2.2. 1.10 "Execution Date" shall mean the date set forth in the introductory paragraph of this Agreement. 1.11 "Field" shall mean all human pharmaceutical uses of the Compound as a therapeutically active ingredient with or without other therapeutically active ingredients. 1.12 "HSR Act" shall have the meaning given in Section 5.1(c). 1.13 "Improvement" shall an "Improvement" as defined in the 1999 Amendment to the Novo License Agreement. 1.14 "IND" shall mean investigational new drug application number 36,579 (epilepsy) and number 60,917 (neuropathic pain). 1.15 "Licensed Product" shall mean any bulk or drug formulation containing the Compound in the Field. 1.16 "Licensed Patent Rights" shall mean rights to the patent applications and patents covering the Compound, its formulations, its delivery as a pharmaceutical compound, its uses in the Field, its methods of manufacture in the Territory which are licensed to Abbott under the Novo License Agreement including, without limitation, divisions, continuations, and continuations-in-part of such patent applications and renewals, extensions, or reissues of such patents; provided, however, Licensed Patent Rights shall exclude any Novo Improvements unless and until Cephalon exercises its option under Section 2.3. Exhibit 1.16 sets forth a list of the existing Licensed Patent Rights. 1.17 "Net Sales" shall mean as to sales in the Territory: 4 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(a) in the case of a Licensed Product which is not a Combination Product (as hereinafter defined), the gross invoice price of such Licensed Product actually billed in the Territory by Cephalon, a Cephalon Affiliate or a Cephalon sublicensee to independent third party customers less: (i) any direct or indirect credits and allowances or adjustments granted to customers including, without limitation, credits and allowances on account of price adjustments or on account of rejection or return of Licensed Products previously sold; (ii) any trade and cash discounts, rebates and distributor fees; (iii) any sales, excise, turnover or similar taxes and any duties and other governmental charges imposed upon the production, importation, use or sale of the Licensed Product; and (iv) applicable transportation, insurance and handling charges. (b) in the case of a Licensed Product which contains preventive or therapeutic active ingredients other than the Compound (a "Combination Product"), the lesser of: (i) the Net Sales of such Licensed Product, or (ii) whichever of the following applies: (x) the product of Cephalon's (or its Affiliate's or sublicensee's, as the case may be) per gram wholesale selling price in the Territory of the Compound as sold alone in the presentation containing the most nearly comparable amount (by weight) of Compound as is contained in such Combination Product times the number of grams of Compound contained in such Combination Product; or (y) in the event that none of Cephalon, its Affiliate or sublicensee sells a Licensed Product containing only the Compound as a preventive or therapeutic active ingredient, the Net Sales of such Combination Product determined in accordance with Subsection (a), above, multiplied by a fraction, the numerator of which is the 5 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(a) in the case of a Licensed Product which is not a Combination Product (as hereinafter defined), the gross invoice price of such Licensed Product actually billed in the Territory by Cephalon, a Cephalon Affiliate or a Cephalon sublicensee to independent third party customers less: (i) any direct or indirect credits and allowances or adjustments granted to customers including, without limitation, credits and allowances on account of price adjustments or on account of rejection or return of Licensed Products previously sold; (ii) any trade and cash discounts, rebates and distributor fees; (iii) any sales, excise, turnover or similar taxes and any duties and other governmental charges imposed upon the production, importation, use or sale of the Licensed Product; and (iv) applicable transportation, insurance and handling charges. (b) in the case of a Licensed Product which contains preventive or therapeutic active ingredients other than the Compound (a "Combination Product"), the lesser of: (i) the Net Sales of such Licensed Product, or (ii) whichever of the following applies: (x) the product of Cephalon's (or its Affiliate's or sublicensee's, as the case may be) per gram wholesale selling price in the Territory of the Compound as sold alone in the presentation containing the most nearly comparable amount (by weight) of Compound as is contained in such Combination Product times the number of grams of Compound contained in such Combination Product; or (y) in the event that none of Cephalon, its Affiliate or sublicensee sells a Licensed Product containing only the Compound as a preventive or therapeutic active ingredient, the Net Sales of such Combination Product determined in accordance with Subsection (a), above, multiplied by a fraction, the numerator of which is the 5 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

cost of the Compound contained therein, and the denominator of which is the sum of the numerator and the cost of all other preventive or therapeutic active ingredients contained therein, with cost in each case to be determined in accordance with Cephalon's (or its Affiliate's or sublicensee's, as the case may be) standard accounting procedures. 1.18 "1999 Amendment" shall mean the December, 1999 Amendment to the Novo License Agreement". 1.19 "NDA" shall mean new drug application 20-646 for the Licensed Product and any supplements thereto. 1.20 "Novo Improvement" shall mean an Improvement which was developed by Novo and/or a Novo Affiliate. 1.21 "Novo Improvement Royalties" shall have the meaning given in Section 2.3. 1.22 "Novo License Agreement" shall have the meaning given in the first WHEREAS clause of this Agreement. 1.23 "Novo Royalties" shall have the meaning given in Section 3.4. 1.24 "Royalty" and "Royalties" shall collectively refer to the Novo Royalties and the Novo Improvement Royalties. 1.25 "Technical Information and Know-How" shall mean any and all technical data, information, materials and other know-how concerning the Compound or its manufacture, which is either owned by Abbott or licensed to Abbott by Novo under the Novo License Agreement and which: 6 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(a) includes, without limitation, all chemical data, toxicological and pharmacological data and techniques, clinical

cost of the Compound contained therein, and the denominator of which is the sum of the numerator and the cost of all other preventive or therapeutic active ingredients contained therein, with cost in each case to be determined in accordance with Cephalon's (or its Affiliate's or sublicensee's, as the case may be) standard accounting procedures. 1.18 "1999 Amendment" shall mean the December, 1999 Amendment to the Novo License Agreement". 1.19 "NDA" shall mean new drug application 20-646 for the Licensed Product and any supplements thereto. 1.20 "Novo Improvement" shall mean an Improvement which was developed by Novo and/or a Novo Affiliate. 1.21 "Novo Improvement Royalties" shall have the meaning given in Section 2.3. 1.22 "Novo License Agreement" shall have the meaning given in the first WHEREAS clause of this Agreement. 1.23 "Novo Royalties" shall have the meaning given in Section 3.4. 1.24 "Royalty" and "Royalties" shall collectively refer to the Novo Royalties and the Novo Improvement Royalties. 1.25 "Technical Information and Know-How" shall mean any and all technical data, information, materials and other know-how concerning the Compound or its manufacture, which is either owned by Abbott or licensed to Abbott by Novo under the Novo License Agreement and which: 6 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(a) includes, without limitation, all chemical data, toxicological and pharmacological data and techniques, clinical data, medical uses, product dosage forms and product formulations and specifications; (b) relates to processes and techniques for the manufacture of drug formulations or drug delivery systems including, without limitation, preparation, recovery and purification processes and techniques, control assays and specifications; or (c) relates to metabolic precursors and prodrugs of the Compound; provided, however, that Technical Information shall exclude any Novo Improvements unless and until Cephalon exercises its option under Section 2.3. 1.26 "Territory" shall mean the United States of America (including Puerto Rico and the territories and possessions of the U.S.A.). 1.27 "Trademark" shall mean "Gabitril(R)" which has been registered as a trademark by Abbott under U.S. Reg. No. 2,155,299 and any other trademarks solely and specifically used in connection with the Licensed Product in the Territory. 1.28 "Transfer Date" shall mean such date after the Effective Date on which Abbott shall transfer responsibility for the sales and distribution of the Licensed Product to Cephalon pursuant to Section 4.1 of this Agreement. If the Effective Date occurs on or prior to December 22, 2000, the Transfer Date shall be December 23, 2000. If the Effective Date occurs after December 23, 2000, the Transfer Date shall be the Effective Date. 1.29 "Transferred Assets" shall have the meaning given in Section 2.6. 1.30 "Transition Period" shall have the meaning given in Section 4.4.

(a) includes, without limitation, all chemical data, toxicological and pharmacological data and techniques, clinical data, medical uses, product dosage forms and product formulations and specifications; (b) relates to processes and techniques for the manufacture of drug formulations or drug delivery systems including, without limitation, preparation, recovery and purification processes and techniques, control assays and specifications; or (c) relates to metabolic precursors and prodrugs of the Compound; provided, however, that Technical Information shall exclude any Novo Improvements unless and until Cephalon exercises its option under Section 2.3. 1.26 "Territory" shall mean the United States of America (including Puerto Rico and the territories and possessions of the U.S.A.). 1.27 "Trademark" shall mean "Gabitril(R)" which has been registered as a trademark by Abbott under U.S. Reg. No. 2,155,299 and any other trademarks solely and specifically used in connection with the Licensed Product in the Territory. 1.28 "Transfer Date" shall mean such date after the Effective Date on which Abbott shall transfer responsibility for the sales and distribution of the Licensed Product to Cephalon pursuant to Section 4.1 of this Agreement. If the Effective Date occurs on or prior to December 22, 2000, the Transfer Date shall be December 23, 2000. If the Effective Date occurs after December 23, 2000, the Transfer Date shall be the Effective Date. 1.29 "Transferred Assets" shall have the meaning given in Section 2.6. 1.30 "Transition Period" shall have the meaning given in Section 4.4. 7 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

1.31 "Valid Claim" shall mean any patent claim of an unexpired patent included within the Licensed Patent Rights which has not been determined to be invalid or unenforceable by the unappealed or unappealable final decision of a court or other authority of competent jurisdiction. ARTICLE II GRANT OF SUBLICENSE AND OPTION 2.1 Abbott hereby grants to Cephalon, and Cephalon hereby accepts from Abbott, an Exclusive Sublicense, under the Licensed Patent Rights and Technical Information and Know-How and an Exclusive License under the Abbott Technology, to make, have made, use and sell Licensed Products throughout the Territory. Such Exclusive Sublicense and Exclusive License includes the right to grant sublicenses to Cephalon Affiliates or, subject to Section 2.5, to third parties. Cephalon agrees that it and its Affiliates or sublicensees will not sell any Licensed Products outside of the Territory. 2.2 Abbott hereby retains from the Exclusive Sublicense granted to Cephalon under Section 2.1, the right to manufacture the Compound and Licensed Product solely for the purpose of supplying Affiliates or sublicenses of Abbott with the Compound and Licensed Product for sale, distribution and use outside the Territory. 2.3 Abbott hereby grants to Cephalon an option to exclusively sublicense from Abbott any and all Novo Improvements. If Abbott becomes aware of the existence of any Novo Improvement, Abbott shall notify Cephalon. Cephalon may exercise its option, at any time after receipt of such notice, upon providing written notice to Abbott. If Cephalon elects to exercise its option to the Novo Improvements, Cephalon shall be

1.31 "Valid Claim" shall mean any patent claim of an unexpired patent included within the Licensed Patent Rights which has not been determined to be invalid or unenforceable by the unappealed or unappealable final decision of a court or other authority of competent jurisdiction. ARTICLE II GRANT OF SUBLICENSE AND OPTION 2.1 Abbott hereby grants to Cephalon, and Cephalon hereby accepts from Abbott, an Exclusive Sublicense, under the Licensed Patent Rights and Technical Information and Know-How and an Exclusive License under the Abbott Technology, to make, have made, use and sell Licensed Products throughout the Territory. Such Exclusive Sublicense and Exclusive License includes the right to grant sublicenses to Cephalon Affiliates or, subject to Section 2.5, to third parties. Cephalon agrees that it and its Affiliates or sublicensees will not sell any Licensed Products outside of the Territory. 2.2 Abbott hereby retains from the Exclusive Sublicense granted to Cephalon under Section 2.1, the right to manufacture the Compound and Licensed Product solely for the purpose of supplying Affiliates or sublicenses of Abbott with the Compound and Licensed Product for sale, distribution and use outside the Territory. 2.3 Abbott hereby grants to Cephalon an option to exclusively sublicense from Abbott any and all Novo Improvements. If Abbott becomes aware of the existence of any Novo Improvement, Abbott shall notify Cephalon. Cephalon may exercise its option, at any time after receipt of such notice, upon providing written notice to Abbott. If Cephalon elects to exercise its option to the Novo Improvements, Cephalon shall be responsible for the additional royalties payable to Novo pursuant to Section 2.02(b) of the 1999 Amendment. Such royalties are hereinafter referred to as the "Novo Improvement Royalties". If Abbott is paying the Novo 8 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Royalties to Novo, Cephalon shall account for and pay the Novo Improvement Royalties to Abbott, and Abbott shall pay such Novo Improvement Royalties to Novo. If Cephalon is paying the Novo Royalties to Novo, it shall also account and pay for the Novo Improvement Royalties directly to Novo. 2.4 Cephalon is obligated under the terms of the Novo License Agreement to provide Novo (and its Affiliates) with royalty free access to any and all Cephalon's Extended Release Improvements outside the Territory in connection with the use, offer to sell, sale, import, co-promotion, and/or co-marketing of Compound-containing products. In the event that Novo sublicenses to third parties any Cephalon Extended Release Formulations, Novo shall owe certain financial obligations to Cephalon as specified in Section 2.02(c) of the 1999 Amendment. Other than as expressly stated above, Cephalon is under no contractual obligation to license any other Improvements to Novo and its Affiliates. 2.5 Cephalon shall not have the right to grant sublicenses to any non-affiliated third parties without the prior written consent of Abbott (which consent will not be unreasonably withheld) and the prior written approval of Novo. In the event that Abbott consents to any proposed sublicense, Abbott shall reasonably cooperate with Cephalon to obtain approval of any such sublicense from Novo. 2.6 Subject to the terms and conditions of this Agreement, upon the Effective Date, Abbott shall sell, convey, assign, transfer and deliver to Cephalon, and Cephalon shall purchase, acquire and accept from Abbott all of the following assets (the "Transferred Assets"): (a) NDA number 20-646 for the Licensed Product and investigational new drug applications, number 36,579 (epilepsy) and number 60,917 (neuropathic pain) and all regulatory information relating to the Licensed Product and any correspondence with

Royalties to Novo, Cephalon shall account for and pay the Novo Improvement Royalties to Abbott, and Abbott shall pay such Novo Improvement Royalties to Novo. If Cephalon is paying the Novo Royalties to Novo, it shall also account and pay for the Novo Improvement Royalties directly to Novo. 2.4 Cephalon is obligated under the terms of the Novo License Agreement to provide Novo (and its Affiliates) with royalty free access to any and all Cephalon's Extended Release Improvements outside the Territory in connection with the use, offer to sell, sale, import, co-promotion, and/or co-marketing of Compound-containing products. In the event that Novo sublicenses to third parties any Cephalon Extended Release Formulations, Novo shall owe certain financial obligations to Cephalon as specified in Section 2.02(c) of the 1999 Amendment. Other than as expressly stated above, Cephalon is under no contractual obligation to license any other Improvements to Novo and its Affiliates. 2.5 Cephalon shall not have the right to grant sublicenses to any non-affiliated third parties without the prior written consent of Abbott (which consent will not be unreasonably withheld) and the prior written approval of Novo. In the event that Abbott consents to any proposed sublicense, Abbott shall reasonably cooperate with Cephalon to obtain approval of any such sublicense from Novo. 2.6 Subject to the terms and conditions of this Agreement, upon the Effective Date, Abbott shall sell, convey, assign, transfer and deliver to Cephalon, and Cephalon shall purchase, acquire and accept from Abbott all of the following assets (the "Transferred Assets"): (a) NDA number 20-646 for the Licensed Product and investigational new drug applications, number 36,579 (epilepsy) and number 60,917 (neuropathic pain) and all regulatory information relating to the Licensed Product and any correspondence with 9 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

the U.S. Food and Drug Administration (the "FDA") or other government agencies to the Licensed Product, including relating to the promotion of the Licensed Product; (b) Abbott's inventory of promotional materials and sales aids including internal Abbott sales training documents, presentations and slides; (c) all customer lists, sales data, marketing plans, and historical and current reimbursement and pricing information; (d) the U.S. registration for the trademark GABITRIL and any other trademark registrations solely and specifically used in connection with the Licensed Product in the Territory; (e) all databases containing clinical data relating to the Licensed Product and all documentation from ongoing clinical trials and clinical investigator information; (f) all clinical supplies and matching placebo; (g) all USAN correspondence or other agreements relating to the generic product name of the Licensed Product; (h) the database of standard medical affairs letters relating to the Licensed Product; (i) any copyrights used in the Territory on package inserts, promotional materials and other materials associated with the Licensed Product in the Territory; (j) the gabitril.com domain name in the Territory and any other domain names solely and specifically used in connection with the Licensed Product in the Territory;

the U.S. Food and Drug Administration (the "FDA") or other government agencies to the Licensed Product, including relating to the promotion of the Licensed Product; (b) Abbott's inventory of promotional materials and sales aids including internal Abbott sales training documents, presentations and slides; (c) all customer lists, sales data, marketing plans, and historical and current reimbursement and pricing information; (d) the U.S. registration for the trademark GABITRIL and any other trademark registrations solely and specifically used in connection with the Licensed Product in the Territory; (e) all databases containing clinical data relating to the Licensed Product and all documentation from ongoing clinical trials and clinical investigator information; (f) all clinical supplies and matching placebo; (g) all USAN correspondence or other agreements relating to the generic product name of the Licensed Product; (h) the database of standard medical affairs letters relating to the Licensed Product; (i) any copyrights used in the Territory on package inserts, promotional materials and other materials associated with the Licensed Product in the Territory; (j) the gabitril.com domain name in the Territory and any other domain names solely and specifically used in connection with the Licensed Product in the Territory; 10 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(k) copies of all correspondence, filings, and notices of action sent to or received from the U.S. Patent and Trademark Office concerning the Transferred Assets, the Licensed Patent Rights and the Abbott Technology; and (l) all other documentation and information related to the manufacturing, marketing, sales, distribution and development of the Licensed Product in the Territory. The foregoing assets shall be strictly limited to Gabitril and shall not contain any information or data relating to any of Abbott's other products, including Depakote(R). Cephalon shall discontinue the distribution or use of any promotional material, sales aids or other document containing Abbott's name or logo within six (6) months of the Effective Date. 2.7 Except as specifically provided herein, Cephalon shall not assume, nor take subject to, and shall not be liable for, any liabilities or obligations of any kind or nature, including without limitation relating to: (i) any contracts to which Abbott or any Abbott Affiliate is a party; (ii) any former, current or prospective employees of Abbott; (iii) any obligations of Abbott to any Abbott Affiliate; and (iv) Abbott's continued marketing, distribution and sale of the Licensed Product outside the Territory. 2.8 As of the Effective Date, Abbott shall assign, and Cephalon shall accept assignment of, and assume full

(k) copies of all correspondence, filings, and notices of action sent to or received from the U.S. Patent and Trademark Office concerning the Transferred Assets, the Licensed Patent Rights and the Abbott Technology; and (l) all other documentation and information related to the manufacturing, marketing, sales, distribution and development of the Licensed Product in the Territory. The foregoing assets shall be strictly limited to Gabitril and shall not contain any information or data relating to any of Abbott's other products, including Depakote(R). Cephalon shall discontinue the distribution or use of any promotional material, sales aids or other document containing Abbott's name or logo within six (6) months of the Effective Date. 2.7 Except as specifically provided herein, Cephalon shall not assume, nor take subject to, and shall not be liable for, any liabilities or obligations of any kind or nature, including without limitation relating to: (i) any contracts to which Abbott or any Abbott Affiliate is a party; (ii) any former, current or prospective employees of Abbott; (iii) any obligations of Abbott to any Abbott Affiliate; and (iv) Abbott's continued marketing, distribution and sale of the Licensed Product outside the Territory. 2.8 As of the Effective Date, Abbott shall assign, and Cephalon shall accept assignment of, and assume full liability and responsibility for all future development work related to the Licensed Product (such as Phase IV studies, new formulations and new indications) and the following clinical studies (with such clinical studies being hereinafter referred to as the "Clinical Studies"): 11 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(a) Phase IV Use/Comparator study (ECLIPSE), including an agreement dated January 28, 2000 with Ingenix Pharmaceutical Services; and (b) Phase II study for Neuropathic Pain. In consideration of Abbott's commitment to fund portions of the costs and expenses associated with the conduct of the Clinical Studies, Abbott shall reimburse Cephalon for one-half of the costs and expenses incurred by Cephalon on the Clinical Studies during 2001; provided, however, in no event shall Abbott's share of such costs and expenses exceed [**]. Cephalon shall invoice Abbott for its share of such costs and expenses, and Abbott shall pay such invoice within thirty (30) days. ARTICLE III PAYMENTS AND NOVO ROYALTIES 3.1 For and in consideration of the rights granted to Cephalon under this Agreement, Cephalon shall make the following payments to Abbott on the dates specified: (i) [**] on the Effective date; (ii) [**] on the first anniversary of the Effective Date; (iii) [**] on the second anniversary of the Effective Date;

(a) Phase IV Use/Comparator study (ECLIPSE), including an agreement dated January 28, 2000 with Ingenix Pharmaceutical Services; and (b) Phase II study for Neuropathic Pain. In consideration of Abbott's commitment to fund portions of the costs and expenses associated with the conduct of the Clinical Studies, Abbott shall reimburse Cephalon for one-half of the costs and expenses incurred by Cephalon on the Clinical Studies during 2001; provided, however, in no event shall Abbott's share of such costs and expenses exceed [**]. Cephalon shall invoice Abbott for its share of such costs and expenses, and Abbott shall pay such invoice within thirty (30) days. ARTICLE III PAYMENTS AND NOVO ROYALTIES 3.1 For and in consideration of the rights granted to Cephalon under this Agreement, Cephalon shall make the following payments to Abbott on the dates specified: (i) [**] on the Effective date; (ii) [**] on the first anniversary of the Effective Date; (iii) [**] on the second anniversary of the Effective Date; (iv) [**] on the third anniversary of the Effective Date; and (v) [**] on the fourth anniversary of the Effective Date. 3.2 For and in consideration of the rights granted under this Agreement, Cephalon, if applicable, shall make the following contingent payments to Abbott: (i) At such time during the first calendar year, beginning with 2001, that Cephalon has Net Sales of Licensed Product in the amount of [**] in the Territory, Cephalon shall pay [**] to Abbott; and 12 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(ii) In the event that the Composition Patent is extended from its current expiration date of April 23, 2008, whether through an extension under 35 U.S.C. 155 or otherwise for a period of [**], Cephalon shall pay [**] to Abbott; provided, however, that if the Composition Patent is extended for a period of [**] then the [**] payment shall be paid to Abbott on a prorated basis by multiplying [**] by a fraction, the numerator of which shall be the number of days that the Composition Patent is extended beyond its current expiration date and the denominator of which shall be [**]. 3.3 Cephalon shall notify Abbott within five (5) business days after it first achieves [**] of Net Sales of Licensed Products in the Territory during any calendar year beginning with 2001 and shall make the payment required by clause (i) above on the date of such notice. Abbott shall notify Cephalon in the event that the expiration date of the Composition Patent is extended and Cephalon shall make the payment required by clause (ii) above within seven (7) business days of such notice. 3.4 For and in consideration of the rights and licenses granted to Cephalon hereunder, Cephalon shall pay or cause to be paid a royalty equal to

(ii) In the event that the Composition Patent is extended from its current expiration date of April 23, 2008, whether through an extension under 35 U.S.C. 155 or otherwise for a period of [**], Cephalon shall pay [**] to Abbott; provided, however, that if the Composition Patent is extended for a period of [**] then the [**] payment shall be paid to Abbott on a prorated basis by multiplying [**] by a fraction, the numerator of which shall be the number of days that the Composition Patent is extended beyond its current expiration date and the denominator of which shall be [**]. 3.3 Cephalon shall notify Abbott within five (5) business days after it first achieves [**] of Net Sales of Licensed Products in the Territory during any calendar year beginning with 2001 and shall make the payment required by clause (i) above on the date of such notice. Abbott shall notify Cephalon in the event that the expiration date of the Composition Patent is extended and Cephalon shall make the payment required by clause (ii) above within seven (7) business days of such notice. 3.4 For and in consideration of the rights and licenses granted to Cephalon hereunder, Cephalon shall pay or cause to be paid a royalty equal to [**] of the Net Sales in the Territory of all Licensed Products sold by Cephalon, Cephalon Affiliates, or Cephalon sublicensees, the manufacture, use or sale of which would, but for the sublicense granted herein, infringe one or more Valid Claims of an unexpired patent included in the Licensed Patent Rights in the Territory. Such royalty being hereinafter referred to as the "Novo Royalties". Cephalon shall pay the Novo Royalties to Abbott, and Abbott shall be responsible for paying the Novo Royalties to Novo under the Novo License Agreement. 13 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

3.5 Cephalon, Cephalon Affiliates, and Cephalon sublicensees shall be entitled to a credit against the Novo Royalties in the amount and under the circumstances set forth in Sections 8.2 and 9.2. ARTICLE IV TRANSFER OF PRODUCT 4.1 Subject to its covenant to conduct business relating to the Licensed Product in the ordinary course pursuant to the terms of Section 5.3 hereof, prior to the Transfer Date Abbott shall be responsible for all sales, marketing and distribution activities relating to the Licensed Product (including risk of loss), and all accruable expenses incurred and sales revenue earned prior to the Transfer Date shall be allocated to Abbott. On and after the Transfer Date, Cephalon shall be responsible for all sales, marketing and distribution activities relating to the Licensed Product (including risk of loss), and all accruable expenses incurred and sales revenue earned on or after the Transfer Date shall be allocated to Cephalon. Notwithstanding the above, Abbott also shall be entitled to sell and distribute that quantity of Licensed Product necessary to satisfy only those purchase orders for Licensed Product received electronically or in writing by Abbott prior to the Transfer Date; with respect to any purchase orders received by Abbott on or after the Transfer Date, Abbott shall refer those customers placing such orders to Cephalon. For purposes of clarification, except as otherwise provided herein, Cephalon shall assume all legal and financial responsibility for the Licensed Product in the Territory as of the Transfer Date, including billing, shipping, invoicing, customer and professional services, returns and rebates, and all other operational and financial activities related to the Licensed Product. In order to facilitate the assumption by Cephalon of all such activities as of the Transfer Date, and the proper resolution by Abbott of any matters related to sales occurring prior to the Transfer Date, 14 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

3.5 Cephalon, Cephalon Affiliates, and Cephalon sublicensees shall be entitled to a credit against the Novo Royalties in the amount and under the circumstances set forth in Sections 8.2 and 9.2. ARTICLE IV TRANSFER OF PRODUCT 4.1 Subject to its covenant to conduct business relating to the Licensed Product in the ordinary course pursuant to the terms of Section 5.3 hereof, prior to the Transfer Date Abbott shall be responsible for all sales, marketing and distribution activities relating to the Licensed Product (including risk of loss), and all accruable expenses incurred and sales revenue earned prior to the Transfer Date shall be allocated to Abbott. On and after the Transfer Date, Cephalon shall be responsible for all sales, marketing and distribution activities relating to the Licensed Product (including risk of loss), and all accruable expenses incurred and sales revenue earned on or after the Transfer Date shall be allocated to Cephalon. Notwithstanding the above, Abbott also shall be entitled to sell and distribute that quantity of Licensed Product necessary to satisfy only those purchase orders for Licensed Product received electronically or in writing by Abbott prior to the Transfer Date; with respect to any purchase orders received by Abbott on or after the Transfer Date, Abbott shall refer those customers placing such orders to Cephalon. For purposes of clarification, except as otherwise provided herein, Cephalon shall assume all legal and financial responsibility for the Licensed Product in the Territory as of the Transfer Date, including billing, shipping, invoicing, customer and professional services, returns and rebates, and all other operational and financial activities related to the Licensed Product. In order to facilitate the assumption by Cephalon of all such activities as of the Transfer Date, and the proper resolution by Abbott of any matters related to sales occurring prior to the Transfer Date, 14 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

the parties agree to promptly refer to the other party any and all misdirected inquiries, payments and requests received after said Transfer Date. 4.2 Upon the Transfer Date, Cephalon shall mail the letter in a form reasonably agreed upon by the parties to all of the customers who have purchased the Licensed Product within the last twelve (12) months. 4.3 Promptly after the Effective Date, Abbott shall disclose and furnish to Cephalon all Technical Information and Know-How and all Abbott Technology, which is or subsequently comes into Abbott's possession during the term of this Agreement. Upon disclosure, such Technical Information and Know-How shall automatically be included under the Exclusive Sublicense granted under this Agreement without payment of any additional consideration and such Abbott Technology shall automatically be included in the Exclusive License granted under this Agreement without payment of any additional consideration. 4.4 Unless expressly provided otherwise by this Agreement, during the period beginning on the Execution Date and ending on the effective date of transfer of all applicable regulatory filings and approvals (including, without limitation the NDA and the IND's) in the Territory (the "Transition Period"), the parties will use their respective reasonable commercial efforts to facilitate the orderly transfer of the Licensed Product and the Transferred Assets in a manner that minimizes disruption in the marketing, promotion, sale, distribution and development of the Licensed Product in the Territory. In order to coordinate and facilitate these activities, the parties each will appoint three persons to comprise a transition team (the "Transition Team"), which members will be set forth on Exhibit 4.4 hereto. The parties shall cause their respective members of the Transition Team to make themselves available as reasonably necessary to complete all such matters. 15 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

the parties agree to promptly refer to the other party any and all misdirected inquiries, payments and requests received after said Transfer Date. 4.2 Upon the Transfer Date, Cephalon shall mail the letter in a form reasonably agreed upon by the parties to all of the customers who have purchased the Licensed Product within the last twelve (12) months. 4.3 Promptly after the Effective Date, Abbott shall disclose and furnish to Cephalon all Technical Information and Know-How and all Abbott Technology, which is or subsequently comes into Abbott's possession during the term of this Agreement. Upon disclosure, such Technical Information and Know-How shall automatically be included under the Exclusive Sublicense granted under this Agreement without payment of any additional consideration and such Abbott Technology shall automatically be included in the Exclusive License granted under this Agreement without payment of any additional consideration. 4.4 Unless expressly provided otherwise by this Agreement, during the period beginning on the Execution Date and ending on the effective date of transfer of all applicable regulatory filings and approvals (including, without limitation the NDA and the IND's) in the Territory (the "Transition Period"), the parties will use their respective reasonable commercial efforts to facilitate the orderly transfer of the Licensed Product and the Transferred Assets in a manner that minimizes disruption in the marketing, promotion, sale, distribution and development of the Licensed Product in the Territory. In order to coordinate and facilitate these activities, the parties each will appoint three persons to comprise a transition team (the "Transition Team"), which members will be set forth on Exhibit 4.4 hereto. The parties shall cause their respective members of the Transition Team to make themselves available as reasonably necessary to complete all such matters. 15 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(a) Abbott shall grant Cephalon full access to documents, meetings and any other communications (both internal and with any third parties) regarding clinical trials, registration efforts, and marketing, sales and distribution activities, each with respect to the Licensed Product. Such assistance will include, for example, promptly supplying Cephalon with copies of marketing and sales records, reports, plans and other information that is related to the Licensed Product and that is in Abbott's possession or control. Abbott shall deliver such information in electronic or hard copy versions, as Cephalon may reasonably request. (b) Immediately following the Effective Date, the parties shall file with the FDA the information required pursuant to 21 C.F.R. ss.314.72 for the transfer of the NDA and the INDs for the Licensed Product from Abbott to Cephalon. Abbott shall file the information required of a former owner, and Cephalon shall file the information required of a new owner. Abbott may retain an archival copy of such NDA and INDs, including information required to be kept under applicable regulations. (c) On or before the Effective Date, the parties will agree upon procedures to ensure a smooth transition from Abbott to Cephalon of the activities required to be undertaken by the holder of the NDA for the Licensed Product, including, without limitation, adverse experience reporting, quarterly and annual FDA reports, complaint and sample tracking, Licensed Product recalls and communication with health care professionals and customers. Notwithstanding the above, Abbott agrees to prepare and file all quarterly and annual FDA reports due to the FDA on or before December 31, 2000. 16 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(d) During the Transition Period, Abbott shall give Cephalon reasonable prior written notice and the right to

(a) Abbott shall grant Cephalon full access to documents, meetings and any other communications (both internal and with any third parties) regarding clinical trials, registration efforts, and marketing, sales and distribution activities, each with respect to the Licensed Product. Such assistance will include, for example, promptly supplying Cephalon with copies of marketing and sales records, reports, plans and other information that is related to the Licensed Product and that is in Abbott's possession or control. Abbott shall deliver such information in electronic or hard copy versions, as Cephalon may reasonably request. (b) Immediately following the Effective Date, the parties shall file with the FDA the information required pursuant to 21 C.F.R. ss.314.72 for the transfer of the NDA and the INDs for the Licensed Product from Abbott to Cephalon. Abbott shall file the information required of a former owner, and Cephalon shall file the information required of a new owner. Abbott may retain an archival copy of such NDA and INDs, including information required to be kept under applicable regulations. (c) On or before the Effective Date, the parties will agree upon procedures to ensure a smooth transition from Abbott to Cephalon of the activities required to be undertaken by the holder of the NDA for the Licensed Product, including, without limitation, adverse experience reporting, quarterly and annual FDA reports, complaint and sample tracking, Licensed Product recalls and communication with health care professionals and customers. Notwithstanding the above, Abbott agrees to prepare and file all quarterly and annual FDA reports due to the FDA on or before December 31, 2000. 16 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(d) During the Transition Period, Abbott shall give Cephalon reasonable prior written notice and the right to attend any meeting between Abbott and the FDA relating to the Licensed Product and provide Cephalon with a true and complete copy of each communication that will be made during the Transition Period between Abbott and the FDA that relates to the Licensed Product, and the right to review and participate in any response to any such communication. Abbott and Cephalon shall promptly provide the other with notes from any meetings or discussions with the FDA related to the Licensed Product at which the other is not present. If, for any reason, the FDA does not approve the transfer of the NDA and/or IND's to Cephalon, then Abbott will continue to maintain the NDA and IND's consistent with the terms of this Section 4.4. Upon transfer of the NDA for the Licensed Product to Cephalon, Cephalon shall assume all responsibility for communication with the FDA that relates to the Licensed Product. (e) Following the end of the Transition Period, Abbott will continue to provide to Cephalon (i) such information in its possession as may be reasonably requested by Cephalon necessary to maintain regulatory approval to market and sell the Licensed Product in Territory; and (ii) all material written customer complaints, adverse reaction information or notifications, and medical inquiries with respect to the use of the Licensed Product that may come to its attention. 4.5 Abbott shall account for, report and pay the Medicaid rebate required under the Social Security Act which is due and owing with respect to all Licensed Product sold under Abbott's NDC number. Up through [**], Abbott shall bear the cost of such Medicaid rebates; provided, however, that if after the Transfer Date Cephalon pricing practices increase the size of such rebates above the base level of fifteen point one percent (15.1%) (i.e., because of a best 17 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

price or CPI adjustment), Cephalon shall be responsible for the amount of any such increase above the base level

(d) During the Transition Period, Abbott shall give Cephalon reasonable prior written notice and the right to attend any meeting between Abbott and the FDA relating to the Licensed Product and provide Cephalon with a true and complete copy of each communication that will be made during the Transition Period between Abbott and the FDA that relates to the Licensed Product, and the right to review and participate in any response to any such communication. Abbott and Cephalon shall promptly provide the other with notes from any meetings or discussions with the FDA related to the Licensed Product at which the other is not present. If, for any reason, the FDA does not approve the transfer of the NDA and/or IND's to Cephalon, then Abbott will continue to maintain the NDA and IND's consistent with the terms of this Section 4.4. Upon transfer of the NDA for the Licensed Product to Cephalon, Cephalon shall assume all responsibility for communication with the FDA that relates to the Licensed Product. (e) Following the end of the Transition Period, Abbott will continue to provide to Cephalon (i) such information in its possession as may be reasonably requested by Cephalon necessary to maintain regulatory approval to market and sell the Licensed Product in Territory; and (ii) all material written customer complaints, adverse reaction information or notifications, and medical inquiries with respect to the use of the Licensed Product that may come to its attention. 4.5 Abbott shall account for, report and pay the Medicaid rebate required under the Social Security Act which is due and owing with respect to all Licensed Product sold under Abbott's NDC number. Up through [**], Abbott shall bear the cost of such Medicaid rebates; provided, however, that if after the Transfer Date Cephalon pricing practices increase the size of such rebates above the base level of fifteen point one percent (15.1%) (i.e., because of a best 17 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

price or CPI adjustment), Cephalon shall be responsible for the amount of any such increase above the base level of 15.1%. Abbott represents and warrants that as of the Transfer Date, the rebates on Gabitril do not exceed the base level of 15.1%. After [**], Cephalon shall bear the full cost of such Medicaid rebates. Within twenty (20) days after the end of each calendar quarter in which Cephalon sells Licensed Product under Abbott's NDC number, Cephalon shall provide to Abbott such pricing information (e.g., AMP, best price, price increases, etc.) as is necessary for Abbott to calculate and report the Medicaid rebates to the Health Care Financing Administration. If all or any portion of the Medicaid rebates are to be paid by Cephalon, Abbott shall provide Cephalon with a copy of such report (limited to that portion dealing with the Licensed Product, but broken out by NDC Code, State, units used, rebate requested, rebate paid, units paid, number of scripts and the reimbursement amount (the amount paid by the State to pharmacies for the Licensed Product) and invoice Cephalon for the amounts due from Cephalon. Cephalon shall pay such invoice in full within thirty (30) days. Cephalon shall be fully and solely responsible for any and all Medicaid rebates payable with respect to all Licensed Product sold after the Transfer Date under Cephalon's NDC number. 4.6 Under the Veterans Health Care of 1992, Abbott is required to sell Licensed Product at no more than the Federal Ceiling Price ("FCP") for each dosage strength of Licensed Product. The FCP for Licensed Product during 2000 is set forth in Exhibit 4.6, and for 2001 it is still being negotiated. The FCP for Licensed Product in 2001 will be no lower than required by law. The Department of Veterans Affairs has taken the position that such FCP's will be binding on Cephalon through December 31, 2001. Cephalon covenants that it shall honor such FCP's for all sales of Licensed Products to those government entities whose purchase are controlled by the Veterans Health Care Act of 1992. 18 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

price or CPI adjustment), Cephalon shall be responsible for the amount of any such increase above the base level of 15.1%. Abbott represents and warrants that as of the Transfer Date, the rebates on Gabitril do not exceed the base level of 15.1%. After [**], Cephalon shall bear the full cost of such Medicaid rebates. Within twenty (20) days after the end of each calendar quarter in which Cephalon sells Licensed Product under Abbott's NDC number, Cephalon shall provide to Abbott such pricing information (e.g., AMP, best price, price increases, etc.) as is necessary for Abbott to calculate and report the Medicaid rebates to the Health Care Financing Administration. If all or any portion of the Medicaid rebates are to be paid by Cephalon, Abbott shall provide Cephalon with a copy of such report (limited to that portion dealing with the Licensed Product, but broken out by NDC Code, State, units used, rebate requested, rebate paid, units paid, number of scripts and the reimbursement amount (the amount paid by the State to pharmacies for the Licensed Product) and invoice Cephalon for the amounts due from Cephalon. Cephalon shall pay such invoice in full within thirty (30) days. Cephalon shall be fully and solely responsible for any and all Medicaid rebates payable with respect to all Licensed Product sold after the Transfer Date under Cephalon's NDC number. 4.6 Under the Veterans Health Care of 1992, Abbott is required to sell Licensed Product at no more than the Federal Ceiling Price ("FCP") for each dosage strength of Licensed Product. The FCP for Licensed Product during 2000 is set forth in Exhibit 4.6, and for 2001 it is still being negotiated. The FCP for Licensed Product in 2001 will be no lower than required by law. The Department of Veterans Affairs has taken the position that such FCP's will be binding on Cephalon through December 31, 2001. Cephalon covenants that it shall honor such FCP's for all sales of Licensed Products to those government entities whose purchase are controlled by the Veterans Health Care Act of 1992. 18 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

4.7 Novo has also licensed the Compound in Europe to Sanofi Synthelabo S.A. ("Sanofi"). Abbott and Sanofi have entered into an Adverse Event Reporting Agreement for Tiagabine dated December 14, 1999. From and after the end of the Transition Period, Cephalon hereby agrees to fulfill Abbott's obligation under the Adverse Event Reporting Agreement with respect to the Territory. 4.8 Abbott and its Affiliates and Cephalon and its Affiliates will maintain complete and accurate books and records in sufficient detail to enable verification of the sales revenue allocated to each party under this Agreement. Upon reasonable prior notice, each party (or its independent public accountants) shall have access to the relevant books and records of the other party to conduct a review or audit thereof. Such access shall be available during normal business hours for a period of two (2) years after the Effective Date. ARTICLE V WARRANTIES AND REPRESENTATIONS 5.1 Cephalon hereby represents and warrants to Abbott, as of the date hereof, the following: (a) Cephalon is a corporation duly organized and validly existing in good standing under the laws of its state of incorporation, with all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted; (b) Cephalon has all requisite corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Cephalon and the consummation by Cephalon of the transactions contemplated hereby have been duly authorized by all 19 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

4.7 Novo has also licensed the Compound in Europe to Sanofi Synthelabo S.A. ("Sanofi"). Abbott and Sanofi have entered into an Adverse Event Reporting Agreement for Tiagabine dated December 14, 1999. From and after the end of the Transition Period, Cephalon hereby agrees to fulfill Abbott's obligation under the Adverse Event Reporting Agreement with respect to the Territory. 4.8 Abbott and its Affiliates and Cephalon and its Affiliates will maintain complete and accurate books and records in sufficient detail to enable verification of the sales revenue allocated to each party under this Agreement. Upon reasonable prior notice, each party (or its independent public accountants) shall have access to the relevant books and records of the other party to conduct a review or audit thereof. Such access shall be available during normal business hours for a period of two (2) years after the Effective Date. ARTICLE V WARRANTIES AND REPRESENTATIONS 5.1 Cephalon hereby represents and warrants to Abbott, as of the date hereof, the following: (a) Cephalon is a corporation duly organized and validly existing in good standing under the laws of its state of incorporation, with all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted; (b) Cephalon has all requisite corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Cephalon and the consummation by Cephalon of the transactions contemplated hereby have been duly authorized by all 19 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

necessary corporate action on Cephalon's behalf. This Agreement constitutes legal, valid and binding obligations of Cephalon enforceable against Cephalon in accordance with the terms hereof and thereof; (c) subject to compliance with Hart-Scott-Rodino Antitrust Improvement Act (the "HSR Act"), the execution, delivery and performance by Cephalon of this Agreement and Cephalon's compliance with the terms and provisions hereof and thereof will not, result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation pursuant to, or a loss of benefits under, any provision of Cephalon's Articles of Incorporation or By-laws, or any mortgage, indenture, lease or other agreement or instrument, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Cephalon, its properties or assets; and (d) no consent, approval or authorization of, or designation, declaration or filing with any governmental authority is required (other than the transfer of the NDA and IND filings on file with the FDA) in connection with the valid execution, delivery or performance of this Agreement by Cephalon or the consummation by Cephalon of the transactions contemplated hereby, except the filing of such forms with the United States Department of Justice and the Federal Trade Commission as shall be required by the HSR Act and the expiration or termination of any waiting periods thereunder. Upon its execution and delivery, and assuming the valid execution thereof by Abbott, this Agreement will constitute valid and binding obligations of Cephalon enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting 20 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

necessary corporate action on Cephalon's behalf. This Agreement constitutes legal, valid and binding obligations of Cephalon enforceable against Cephalon in accordance with the terms hereof and thereof; (c) subject to compliance with Hart-Scott-Rodino Antitrust Improvement Act (the "HSR Act"), the execution, delivery and performance by Cephalon of this Agreement and Cephalon's compliance with the terms and provisions hereof and thereof will not, result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation pursuant to, or a loss of benefits under, any provision of Cephalon's Articles of Incorporation or By-laws, or any mortgage, indenture, lease or other agreement or instrument, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Cephalon, its properties or assets; and (d) no consent, approval or authorization of, or designation, declaration or filing with any governmental authority is required (other than the transfer of the NDA and IND filings on file with the FDA) in connection with the valid execution, delivery or performance of this Agreement by Cephalon or the consummation by Cephalon of the transactions contemplated hereby, except the filing of such forms with the United States Department of Justice and the Federal Trade Commission as shall be required by the HSR Act and the expiration or termination of any waiting periods thereunder. Upon its execution and delivery, and assuming the valid execution thereof by Abbott, this Agreement will constitute valid and binding obligations of Cephalon enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting 20 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except to the extent that the indemnification agreements of in Article XXV hereof may be legally unenforceable. 5.2 Abbott hereby represents and warrants to Cephalon, as of the date hereof, the following: (a) Abbott is a corporation duly organized and validly existing in good standing under the laws of its state of incorporation, with all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted; (b) Subject to obtaining the approval of the Abbott Board of Directors, Abbott has all requisite corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Abbott and the consummation by Abbott of the transactions contemplated hereby have been duly authorized by all necessary corporate action on Abbott's behalf. This Agreement constitutes legal, valid and binding obligations of Abbott, enforceable against Abbott in accordance with the terms hereof and thereof; (c) subject to (i) obtaining the approval of the Abbott Board of Directors; (ii) compliance with the HSR Act; and (iii) receipt of approval of this Agreement by Novo required pursuant to the Novo License Agreement, the execution, delivery and performance by Abbott of this Agreement and Abbott's compliance with the terms and provisions hereof and thereof will not, result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, 21 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except to the extent that the indemnification agreements of in Article XXV hereof may be legally unenforceable. 5.2 Abbott hereby represents and warrants to Cephalon, as of the date hereof, the following: (a) Abbott is a corporation duly organized and validly existing in good standing under the laws of its state of incorporation, with all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted; (b) Subject to obtaining the approval of the Abbott Board of Directors, Abbott has all requisite corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Abbott and the consummation by Abbott of the transactions contemplated hereby have been duly authorized by all necessary corporate action on Abbott's behalf. This Agreement constitutes legal, valid and binding obligations of Abbott, enforceable against Abbott in accordance with the terms hereof and thereof; (c) subject to (i) obtaining the approval of the Abbott Board of Directors; (ii) compliance with the HSR Act; and (iii) receipt of approval of this Agreement by Novo required pursuant to the Novo License Agreement, the execution, delivery and performance by Abbott of this Agreement and Abbott's compliance with the terms and provisions hereof and thereof will not, result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, 21 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

cancellation or acceleration of any obligation pursuant to, or a loss of benefits under, any provision of its Articles of Incorporation or By-laws, or any mortgage, indenture lease or other agreement or instrument, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Abbott or Abbott's properties or assets; (d) no consent, approval or authorization of, or designation, declaration or filing with any governmental authority (other than the transfer of the NDA and IND filings on file with the FDA) is required in connection with the valid execution, delivery or performance of this Agreement by Abbott or the consummation by Abbott of the transactions contemplated hereby, except the filing of such forms with the United States Department of Justice and the Federal Trade Commission as shall be required by the HSR Act and the expiration or termination of any waiting periods thereunder. Subject to obtaining the approval of the Abbott Board of Directors, upon its execution and delivery, and assuming the valid execution thereof by Cephalon, this Agreement will constitute valid and binding obligations of Abbott, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except to the extent that the indemnification agreements of in Article XXV hereof may be legally unenforceable; (e)(i) to Abbott's knowledge and information, there are no patents, trademarks or other proprietary rights which are valid and which would be infringed by making, having made, using, selling, offering for sale or importing 22 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

cancellation or acceleration of any obligation pursuant to, or a loss of benefits under, any provision of its Articles of Incorporation or By-laws, or any mortgage, indenture lease or other agreement or instrument, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Abbott or Abbott's properties or assets; (d) no consent, approval or authorization of, or designation, declaration or filing with any governmental authority (other than the transfer of the NDA and IND filings on file with the FDA) is required in connection with the valid execution, delivery or performance of this Agreement by Abbott or the consummation by Abbott of the transactions contemplated hereby, except the filing of such forms with the United States Department of Justice and the Federal Trade Commission as shall be required by the HSR Act and the expiration or termination of any waiting periods thereunder. Subject to obtaining the approval of the Abbott Board of Directors, upon its execution and delivery, and assuming the valid execution thereof by Cephalon, this Agreement will constitute valid and binding obligations of Abbott, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except to the extent that the indemnification agreements of in Article XXV hereof may be legally unenforceable; (e)(i) to Abbott's knowledge and information, there are no patents, trademarks or other proprietary rights which are valid and which would be infringed by making, having made, using, selling, offering for sale or importing 22 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Licensed Product in the Territory in accordance with the terms of this Agreement. (ii) Abbott is not aware of sales of any products containing the Compound that would constitute an infringement by a third party of the Licensed Patent Rights in the Territory; (iii) to Abbott's knowledge, the Composition Patent and the Trademark registration are valid in the Territory; (iv) Abbott is aware of no pending interference or opposition proceeding or litigation or any communication which threatens an interference or opposition proceeding or litigation before any patent and trademark office, court, or any other governmental entity or court in the Territory in regard to the Licensed Patent Rights; and (v) there are no suits, claims or proceedings pending against Abbott or any Abbott Affiliates in any court or by or before any governmental body including the FDA or agency with respect to the Licensed Product or the Licensed Patent Right or the Trademark or Abbott's exclusive license to the Licensed Patent Rights in the Territory, and to the best of Abbott's knowledge, no such actions, suits or claims have been threatened against it in the Territory. (f) Abbott has provided to Cephalon a complete and accurate copy of the Novo License Agreement and the Novo License Agreement is in full force and effect, and Abbott is not aware of any facts or circumstances that could give rise to its termination. 23 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(g) Since July 1, 2000, Abbott has conducted its sales, marketing and promotional activities in accordance with

Licensed Product in the Territory in accordance with the terms of this Agreement. (ii) Abbott is not aware of sales of any products containing the Compound that would constitute an infringement by a third party of the Licensed Patent Rights in the Territory; (iii) to Abbott's knowledge, the Composition Patent and the Trademark registration are valid in the Territory; (iv) Abbott is aware of no pending interference or opposition proceeding or litigation or any communication which threatens an interference or opposition proceeding or litigation before any patent and trademark office, court, or any other governmental entity or court in the Territory in regard to the Licensed Patent Rights; and (v) there are no suits, claims or proceedings pending against Abbott or any Abbott Affiliates in any court or by or before any governmental body including the FDA or agency with respect to the Licensed Product or the Licensed Patent Right or the Trademark or Abbott's exclusive license to the Licensed Patent Rights in the Territory, and to the best of Abbott's knowledge, no such actions, suits or claims have been threatened against it in the Territory. (f) Abbott has provided to Cephalon a complete and accurate copy of the Novo License Agreement and the Novo License Agreement is in full force and effect, and Abbott is not aware of any facts or circumstances that could give rise to its termination. 23 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(g) Since July 1, 2000, Abbott has conducted its sales, marketing and promotional activities in accordance with the ordinary course of business with respect to the Licensed Product. (h) To the best of Abbott's knowledge, Abbott (i) is in compliance with, and has not received any notices of violations under, any law, regulation and order applicable to the manufacture and sale of the Licensed Product in the Territory, and (ii) has all licenses, permits, consents, authorizations and approvals necessary for the manufacture and sale of the Licensed Product in the Territory except in each case, as would not individually or in the aggregate, have a material adverse effect on this Agreement, the transactions contemplated hereby, or the future sale of the Licensed Products by Cephalon. Abbott has no knowledge of any action, pending or threatened, to cancel, modify or fail to renew any such license, permits, consents, authorizations and approvals as a result of the transactions contemplated by this Agreement or otherwise. (i) Abbott has good and marketable title to all of the assets, the title to which is being transferred to Cephalon under this Agreement. There are no mortgages, liens, pledges, charges or encumbrances which could, individually or in the aggregate, impair the utility, value or marketability of the assets transferred hereunder. (j) Prior to the Effective Date, Abbott shall deliver to Cephalon Exhibit 5.2(j) which shall set forth, to the best of Abbott's knowledge, a list relating to the Licensed Product in the Territory of all recalls; all warning letters, all Form 483 reports; and all notices of adverse findings or other correspondence suggesting a violation of the laws or the rules and regulations of the FDA or any similar governmental authority. Abbott has made available or, prior to the Effective Date will make available, to Cephalon, the 24 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

integrated summary of efficacy from the original NDA submission for the Licensed Product, the integrated

(g) Since July 1, 2000, Abbott has conducted its sales, marketing and promotional activities in accordance with the ordinary course of business with respect to the Licensed Product. (h) To the best of Abbott's knowledge, Abbott (i) is in compliance with, and has not received any notices of violations under, any law, regulation and order applicable to the manufacture and sale of the Licensed Product in the Territory, and (ii) has all licenses, permits, consents, authorizations and approvals necessary for the manufacture and sale of the Licensed Product in the Territory except in each case, as would not individually or in the aggregate, have a material adverse effect on this Agreement, the transactions contemplated hereby, or the future sale of the Licensed Products by Cephalon. Abbott has no knowledge of any action, pending or threatened, to cancel, modify or fail to renew any such license, permits, consents, authorizations and approvals as a result of the transactions contemplated by this Agreement or otherwise. (i) Abbott has good and marketable title to all of the assets, the title to which is being transferred to Cephalon under this Agreement. There are no mortgages, liens, pledges, charges or encumbrances which could, individually or in the aggregate, impair the utility, value or marketability of the assets transferred hereunder. (j) Prior to the Effective Date, Abbott shall deliver to Cephalon Exhibit 5.2(j) which shall set forth, to the best of Abbott's knowledge, a list relating to the Licensed Product in the Territory of all recalls; all warning letters, all Form 483 reports; and all notices of adverse findings or other correspondence suggesting a violation of the laws or the rules and regulations of the FDA or any similar governmental authority. Abbott has made available or, prior to the Effective Date will make available, to Cephalon, the 24 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

integrated summary of efficacy from the original NDA submission for the Licensed Product, the integrated summary of safety from the original NDA submission for the Licensed Product and the final comprehensive safety update prior to approval of the NDA, and all periodic postmarketing ADE reports since approval of the NDA. Aside from any claims, complaints, regulatory letters, warning letters, adverse drug experiences, Licensed Product failures, recalls or regulatory actions disclosed to Cephalon or to be disclosed above, Abbott is not aware of any other pending or threatened claims, complaints, regulatory letters, warning letters, adverse drug experiences, Licensed Product failures, recalls or regulatory actions with respect to the use, manufacture, advertising, promotion, sale or distribution of the Licensed Product; except in each case, as would not individually or in the aggregate, have a material adverse effect on this Agreement, the transactions contemplated hereby, or the future sale of the Licensed Products. (k) No representations or warranty of Abbott stated herein knowingly contains any untrue statement of a material fact or omits to state any material fact necessary to make any statement herein in light of the circumstances in which it is made, not misleading. Abbott has not failed to disclose any material information relating to the Licensed Product or to provide or disclose any material documents which if disclosed or provided, would be deemed material to this Agreement or the transactions contemplated herein. 5.3 Abbott covenants that it shall use all reasonable commercial efforts to: (a) obtain Novo's approval to enter into and perform this Agreement. Such approval shall be in the form of Exhibit 5.3(a); 25 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

integrated summary of efficacy from the original NDA submission for the Licensed Product, the integrated summary of safety from the original NDA submission for the Licensed Product and the final comprehensive safety update prior to approval of the NDA, and all periodic postmarketing ADE reports since approval of the NDA. Aside from any claims, complaints, regulatory letters, warning letters, adverse drug experiences, Licensed Product failures, recalls or regulatory actions disclosed to Cephalon or to be disclosed above, Abbott is not aware of any other pending or threatened claims, complaints, regulatory letters, warning letters, adverse drug experiences, Licensed Product failures, recalls or regulatory actions with respect to the use, manufacture, advertising, promotion, sale or distribution of the Licensed Product; except in each case, as would not individually or in the aggregate, have a material adverse effect on this Agreement, the transactions contemplated hereby, or the future sale of the Licensed Products. (k) No representations or warranty of Abbott stated herein knowingly contains any untrue statement of a material fact or omits to state any material fact necessary to make any statement herein in light of the circumstances in which it is made, not misleading. Abbott has not failed to disclose any material information relating to the Licensed Product or to provide or disclose any material documents which if disclosed or provided, would be deemed material to this Agreement or the transactions contemplated herein. 5.3 Abbott covenants that it shall use all reasonable commercial efforts to: (a) obtain Novo's approval to enter into and perform this Agreement. Such approval shall be in the form of Exhibit 5.3(a); 25 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(b) maintain the Novo License Agreement in full force and effect and fulfill all of its obligations under the Novo License Agreement, including, but not limited to, any royalty, or other monetary obligations set forth therein, except for any obligations which Cephalon or its Affiliates assumes hereunder as an Abbott sublicensee; (c) within seven (7) business days after the execution of this Agreement, prepare and file with the Federal Trade Commission and the Department of Justice a Hart-Scott-Rodino Premerger Notification and shall seek to obtain the expiration or early termination of the waiting period under the HSR Act; (d) market, sell and promote the Licensed Product in accordance with its ordinary course of business, maintain its same policies and practices in supplying wholesalers and other customers with Licensed Product, maintain its current level of promotional activity with respect to Licensed Product, and not offer any special rebates, discounts, terms, deals, incentives, or wholesaler buying opportunities; and (e) not mortgage, pledge, subject to any lien, claim, license or charge or otherwise encumber any of the Transferred Assets or in any way create or consent to the creation of any title condition adversely affecting the Transferred Assets. 5.4 Cephalon covenants that it shall use all reasonable commercial efforts to: (i) abide, and cause its Affiliates and sublicensees to abide, by all of the applicable terms and conditions of the Novo License Agreement which apply to it in its capacity as a sublicensee under the Novo License Agreement; and (ii) process all communications with Novo through an Abbott representative to be identified by Abbott after the Effective Date; and 26 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been

(b) maintain the Novo License Agreement in full force and effect and fulfill all of its obligations under the Novo License Agreement, including, but not limited to, any royalty, or other monetary obligations set forth therein, except for any obligations which Cephalon or its Affiliates assumes hereunder as an Abbott sublicensee; (c) within seven (7) business days after the execution of this Agreement, prepare and file with the Federal Trade Commission and the Department of Justice a Hart-Scott-Rodino Premerger Notification and shall seek to obtain the expiration or early termination of the waiting period under the HSR Act; (d) market, sell and promote the Licensed Product in accordance with its ordinary course of business, maintain its same policies and practices in supplying wholesalers and other customers with Licensed Product, maintain its current level of promotional activity with respect to Licensed Product, and not offer any special rebates, discounts, terms, deals, incentives, or wholesaler buying opportunities; and (e) not mortgage, pledge, subject to any lien, claim, license or charge or otherwise encumber any of the Transferred Assets or in any way create or consent to the creation of any title condition adversely affecting the Transferred Assets. 5.4 Cephalon covenants that it shall use all reasonable commercial efforts to: (i) abide, and cause its Affiliates and sublicensees to abide, by all of the applicable terms and conditions of the Novo License Agreement which apply to it in its capacity as a sublicensee under the Novo License Agreement; and (ii) process all communications with Novo through an Abbott representative to be identified by Abbott after the Effective Date; and 26 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(iii) within seven (7) business days after the execution of this Agreement, prepare and file with the Federal Trade Commission and the Department of Justice a Hart-Scott-Rodino Premerger Notification and shall seek to obtain expiration or early termination of the waiting period under the HSR Act. 5.5 Cephalon hereby covenants and agrees that to the extent that there is a conflict between this Agreement and the Novo License Agreement, the terms and provisions of the Novo License Agreement shall control. Cephalon shall use reasonable commercial efforts to market, promote, sell and develop the Licensed Product in the Territory. 5.6 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, INCLUDING FITNESS FOR INTENDED PURPOSE OR MERCHANTABILITY, WHETHER EXPRESSED OR IMPLIED. ARTICLE VI REPORTS; RECORDKEEPING; AND PAYMENT 6.1 Within [**] after the close of each calendar quarter of each calendar year during the term of this Agreement (including the last day of any such calendar quarter following the expiration date of this Agreement) Cephalon shall report to Abbott, on behalf of itself and any Cephalon Affiliates or Cephalon sublicensees selling Licensed Products, all Royalties actually accruing under this Agreement during such calendar quarter. Such quarterly reports shall indicate for such calendar quarter all sales of Licensed Products sold by Cephalon, the Cephalon Affiliates, and Cephalon sublicensees with respect to which Royalties are due, the Net Sales, and 27

(iii) within seven (7) business days after the execution of this Agreement, prepare and file with the Federal Trade Commission and the Department of Justice a Hart-Scott-Rodino Premerger Notification and shall seek to obtain expiration or early termination of the waiting period under the HSR Act. 5.5 Cephalon hereby covenants and agrees that to the extent that there is a conflict between this Agreement and the Novo License Agreement, the terms and provisions of the Novo License Agreement shall control. Cephalon shall use reasonable commercial efforts to market, promote, sell and develop the Licensed Product in the Territory. 5.6 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, INCLUDING FITNESS FOR INTENDED PURPOSE OR MERCHANTABILITY, WHETHER EXPRESSED OR IMPLIED. ARTICLE VI REPORTS; RECORDKEEPING; AND PAYMENT 6.1 Within [**] after the close of each calendar quarter of each calendar year during the term of this Agreement (including the last day of any such calendar quarter following the expiration date of this Agreement) Cephalon shall report to Abbott, on behalf of itself and any Cephalon Affiliates or Cephalon sublicensees selling Licensed Products, all Royalties actually accruing under this Agreement during such calendar quarter. Such quarterly reports shall indicate for such calendar quarter all sales of Licensed Products sold by Cephalon, the Cephalon Affiliates, and Cephalon sublicensees with respect to which Royalties are due, the Net Sales, and 27 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

the amount of such Royalties. In case no Royalties are due for any such period, Cephalon shall so report. 6.2 For a period of [**] following any Royalties reporting period hereunder, Cephalon shall keep, and shall cause Cephalon Affiliates and Cephalon sublicensees selling Licensed Products to keep, accurate records in sufficient detail to enable the Royalties due under this Agreement to be determined. Upon the request of Novo or Abbott, Cephalon, Cephalon Affiliates or Cephalon sublicensees selling Licensed Products shall permit an independent certified public accountant selected by Novo or Abbott (except one to whom there shall be some reasonable objection by Cephalon, the Cephalon Affiliate or Cephalon sublicensee in question) to have access, not more than [**] in each calendar year during regular business hours and upon reasonable notice to Cephalon, the Cephalon Affiliate or Cephalon sublicensee, to such of the records of Cephalon, the Cephalon Affiliate or Cephalon sublicensee as may be necessary to verify the accuracy of the reports made during the previous calendar year, but said accountant shall not disclose to Novo or Abbott any information except that which should properly have been contained in such reports to enable the determination of Royalties due hereunder. 6.3 Royalties shown to have accrued by each of the quarterly reports provided for under this Article VI shall be due and payable on the date such report is due. 6.4 Royalties due on sales by Cephalon, Cephalon Affiliates or other Cephalon sublicenses to third party customers in the United States of America shall be calculated and paid in United States Dollars. Cephalon may deduct or withhold from such payments and pay to the proper authority all taxes or fees required by applicable law or regulations to be deducted or withheld with respect to such payments (which shall be deducted from the Royalty payment otherwise due hereunder); provided, however, that in regard to any such deduction or 28 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

the amount of such Royalties. In case no Royalties are due for any such period, Cephalon shall so report. 6.2 For a period of [**] following any Royalties reporting period hereunder, Cephalon shall keep, and shall cause Cephalon Affiliates and Cephalon sublicensees selling Licensed Products to keep, accurate records in sufficient detail to enable the Royalties due under this Agreement to be determined. Upon the request of Novo or Abbott, Cephalon, Cephalon Affiliates or Cephalon sublicensees selling Licensed Products shall permit an independent certified public accountant selected by Novo or Abbott (except one to whom there shall be some reasonable objection by Cephalon, the Cephalon Affiliate or Cephalon sublicensee in question) to have access, not more than [**] in each calendar year during regular business hours and upon reasonable notice to Cephalon, the Cephalon Affiliate or Cephalon sublicensee, to such of the records of Cephalon, the Cephalon Affiliate or Cephalon sublicensee as may be necessary to verify the accuracy of the reports made during the previous calendar year, but said accountant shall not disclose to Novo or Abbott any information except that which should properly have been contained in such reports to enable the determination of Royalties due hereunder. 6.3 Royalties shown to have accrued by each of the quarterly reports provided for under this Article VI shall be due and payable on the date such report is due. 6.4 Royalties due on sales by Cephalon, Cephalon Affiliates or other Cephalon sublicenses to third party customers in the United States of America shall be calculated and paid in United States Dollars. Cephalon may deduct or withhold from such payments and pay to the proper authority all taxes or fees required by applicable law or regulations to be deducted or withheld with respect to such payments (which shall be deducted from the Royalty payment otherwise due hereunder); provided, however, that in regard to any such deduction or 28 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

withholding, Cephalon shall give Novo and Abbott such assistance as may be reasonably be necessary to enable Novo and Abbott, as the case may be, to claim exemption therefrom and shall upon Novo's or Abbott's request give proper evidence from time to time as to the payment of such tax, and proof of payment shall be secured by Cephalon and sent to Abbott and/or Novo as evidence of such payment. 6.5 The obligation to pay Royalties under this Agreement is to be imposed only once with respect to the same unit of Licensed Product regardless of the number of Valid Claims of Licensed Patent Rights covering the same unit. 6.6 Nothing contained in this Agreement shall be construed to require Cephalon to pay any Royalties under this Agreement with respect to the sale of the Licensed Products by Cephalon, a Cephalon Affiliate or any other Cephalon sublicensees in the Territory after the expiration of the last-to-expire patent included in the Licensed Patent Rights in the Territory. 6.7 There shall be no obligation to pay any Royalties under this Agreement on sales of Licensed Products between Cephalon and a Cephalon Affiliate or any Cephalon sublicensee, but in such instances, the obligation to pay Royalties shall arise upon the sale by Cephalon, such Cephalon Affiliate or Cephalon sublicensee to an independent third party customer. 6.8 It is understood and agreed that the payment of any Royalties under this Agreement may be made on behalf of Cephalon by any Cephalon Affiliate or Cephalon sublicensee. 6.9 The obligation to pay any Royalties under this Agreement shall be deemed to accrue when the relevant Licensed Products are shipped or billed, whichever event shall first occur. 29 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been

withholding, Cephalon shall give Novo and Abbott such assistance as may be reasonably be necessary to enable Novo and Abbott, as the case may be, to claim exemption therefrom and shall upon Novo's or Abbott's request give proper evidence from time to time as to the payment of such tax, and proof of payment shall be secured by Cephalon and sent to Abbott and/or Novo as evidence of such payment. 6.5 The obligation to pay Royalties under this Agreement is to be imposed only once with respect to the same unit of Licensed Product regardless of the number of Valid Claims of Licensed Patent Rights covering the same unit. 6.6 Nothing contained in this Agreement shall be construed to require Cephalon to pay any Royalties under this Agreement with respect to the sale of the Licensed Products by Cephalon, a Cephalon Affiliate or any other Cephalon sublicensees in the Territory after the expiration of the last-to-expire patent included in the Licensed Patent Rights in the Territory. 6.7 There shall be no obligation to pay any Royalties under this Agreement on sales of Licensed Products between Cephalon and a Cephalon Affiliate or any Cephalon sublicensee, but in such instances, the obligation to pay Royalties shall arise upon the sale by Cephalon, such Cephalon Affiliate or Cephalon sublicensee to an independent third party customer. 6.8 It is understood and agreed that the payment of any Royalties under this Agreement may be made on behalf of Cephalon by any Cephalon Affiliate or Cephalon sublicensee. 6.9 The obligation to pay any Royalties under this Agreement shall be deemed to accrue when the relevant Licensed Products are shipped or billed, whichever event shall first occur. 29 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

ARTICLE VII PATENTS Under the Novo License Agreement, Novo is responsible for: (a) paying all expenses, including attorneys' fees, incurred in connection with the filing, prosecution, recording and maintenance of and the petitioning for extensions for any and all patent applications or patents under the Licensed Patent Rights in Novo's name in the Territory; (b) filing and prosecuting all such patent applications and maintain and file for extensions for all such patents; (c) advising Abbott within 45 days of filing when new patent applications falling within the Licensed Patent Rights have been filed, and within 45 days of issuance when pending patent applications have issued as patents, and upon receiving any such notice from Novo, regarding the Territory, Abbott shall forward a copy to Cephalon; and (d) providing copies of all correspondence, filings, and notices of action sent to or received from the U.S. Patent and Trademark Office concerning the Licensed Patent Rights within 45 days of sending or receipt, as applicable. Upon receiving any such materials from Novo regarding the Territory, Abbott shall forward a copy to Cephalon. Cephalon agrees that it will provide all reasonable non-monetary cooperation to Novo in connection with the prosecution of patent applications, the enforcement of issued patents, and petitioning for extensions for patents included in the Licensed Patent Rights within the Territory. 30

ARTICLE VII PATENTS Under the Novo License Agreement, Novo is responsible for: (a) paying all expenses, including attorneys' fees, incurred in connection with the filing, prosecution, recording and maintenance of and the petitioning for extensions for any and all patent applications or patents under the Licensed Patent Rights in Novo's name in the Territory; (b) filing and prosecuting all such patent applications and maintain and file for extensions for all such patents; (c) advising Abbott within 45 days of filing when new patent applications falling within the Licensed Patent Rights have been filed, and within 45 days of issuance when pending patent applications have issued as patents, and upon receiving any such notice from Novo, regarding the Territory, Abbott shall forward a copy to Cephalon; and (d) providing copies of all correspondence, filings, and notices of action sent to or received from the U.S. Patent and Trademark Office concerning the Licensed Patent Rights within 45 days of sending or receipt, as applicable. Upon receiving any such materials from Novo regarding the Territory, Abbott shall forward a copy to Cephalon. Cephalon agrees that it will provide all reasonable non-monetary cooperation to Novo in connection with the prosecution of patent applications, the enforcement of issued patents, and petitioning for extensions for patents included in the Licensed Patent Rights within the Territory. 30 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

ARTICLE VIII INFRINGEMENT OF RIGHTS OF THIRD PARTIES; INDEMNIFICATION 8.1 In the event that a third party asserts any patent infringement, misappropriation of trade secret, breach of confidentiality relationship or any other action based on or in relation to Cephalon's, a Cephalon Affiliate's or a Cephalon sublicensee's manufacture, use or sale of any Licensed Product in the Territory, Novo is obligated, pursuant to the terms of the Novo License Agreement, at Novo's sole expense, to defend, indemnify and hold Cephalon or such Cephalon Affiliate or Cephalon sublicensee harmless against all such claims. In no event shall Abbott be liable to or have any obligation to defend Cephalon regarding any such claims. 8.2 In the event that, in its sole discretion, Cephalon, such Cephalon Affiliate or Cephalon sublicensee pays a royalty to such third party in order to continue the marketing of the Licensed Product, Novo has agreed in the Novo License Agreement that Cephalon shall be entitled to credit against the Novo Royalties in the amount that such royalties are actually paid to such a third party. ARTICLE IX INFRINGEMENT OF LICENSED PATENT RIGHTS 9.1 Cephalon shall notify Abbott and Novo promptly in writing of any infringement of issued patents under Licensed Patent Rights which becomes known to Cephalon, a Cephalon Affiliate or Cephalon sublicensee. 9.2 If, after [**] from the date of a notice from Cephalon to Novo under Section 9.1, the infringement of Licensed Patent Rights specified in Cephalon's notice has not been eliminated, Cephalon's obligation to pay the Novo Royalties shall be suspended until such time as the infringement has in fact been terminated and Novo notifies Abbott or Cephalon in writing of the termination of such infringement,

ARTICLE VIII INFRINGEMENT OF RIGHTS OF THIRD PARTIES; INDEMNIFICATION 8.1 In the event that a third party asserts any patent infringement, misappropriation of trade secret, breach of confidentiality relationship or any other action based on or in relation to Cephalon's, a Cephalon Affiliate's or a Cephalon sublicensee's manufacture, use or sale of any Licensed Product in the Territory, Novo is obligated, pursuant to the terms of the Novo License Agreement, at Novo's sole expense, to defend, indemnify and hold Cephalon or such Cephalon Affiliate or Cephalon sublicensee harmless against all such claims. In no event shall Abbott be liable to or have any obligation to defend Cephalon regarding any such claims. 8.2 In the event that, in its sole discretion, Cephalon, such Cephalon Affiliate or Cephalon sublicensee pays a royalty to such third party in order to continue the marketing of the Licensed Product, Novo has agreed in the Novo License Agreement that Cephalon shall be entitled to credit against the Novo Royalties in the amount that such royalties are actually paid to such a third party. ARTICLE IX INFRINGEMENT OF LICENSED PATENT RIGHTS 9.1 Cephalon shall notify Abbott and Novo promptly in writing of any infringement of issued patents under Licensed Patent Rights which becomes known to Cephalon, a Cephalon Affiliate or Cephalon sublicensee. 9.2 If, after [**] from the date of a notice from Cephalon to Novo under Section 9.1, the infringement of Licensed Patent Rights specified in Cephalon's notice has not been eliminated, Cephalon's obligation to pay the Novo Royalties shall be suspended until such time as the infringement has in fact been terminated and Novo notifies Abbott or Cephalon in writing of the termination of such infringement, whereupon such obligation, if otherwise in effect hereunder, 31 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

shall resume with respect to sales made after receipt of such notice. If Novo sends such notice to Abbott, Abbott shall immediately forward a copy to Cephalon. 9.3 If Novo elects not to initiate an infringement suit, Abbott shall permit Cephalon to bring such suit on its own behalf and at its own expense. In such event and at the written request of Cephalon, Abbott shall cooperate with Cephalon in conducting the suit and shall use reasonable commercial efforts to seek the cooperation of Novo in regard to such suit. Abbott shall be reimbursed by Cephalon for any out-of-pocket expenses incurred by Abbott at the request of Cephalon. Any recovery received as a result of such suit shall be shared as follows: [**] to Novo (as required by the Novo License Agreement) and [**] to Cephalon. ARTICLE X LIABILITIES AND COSTS 10.1 Abbott shall be fully responsible and be liable for all obligations, commitments, and liabilities, including any product liability, arising out of or relating to any acts, omissions, events, occurrences, circumstances, conditions or transactions relating to Abbott's business activities related to the Licensed Product prior to or on the Transfer Date, regardless of when such claims are asserted; provided, however, nothing in the foregoing is intended to change, modify or release Cephalon from any liability, covenant, or obligation, including the obligation to indemnify Abbott pursuant to the terms of the Marketing and Development Agreement. 10.2 Cephalon shall be fully responsible and be liable for all obligations, commitments and liabilities, including any

shall resume with respect to sales made after receipt of such notice. If Novo sends such notice to Abbott, Abbott shall immediately forward a copy to Cephalon. 9.3 If Novo elects not to initiate an infringement suit, Abbott shall permit Cephalon to bring such suit on its own behalf and at its own expense. In such event and at the written request of Cephalon, Abbott shall cooperate with Cephalon in conducting the suit and shall use reasonable commercial efforts to seek the cooperation of Novo in regard to such suit. Abbott shall be reimbursed by Cephalon for any out-of-pocket expenses incurred by Abbott at the request of Cephalon. Any recovery received as a result of such suit shall be shared as follows: [**] to Novo (as required by the Novo License Agreement) and [**] to Cephalon. ARTICLE X LIABILITIES AND COSTS 10.1 Abbott shall be fully responsible and be liable for all obligations, commitments, and liabilities, including any product liability, arising out of or relating to any acts, omissions, events, occurrences, circumstances, conditions or transactions relating to Abbott's business activities related to the Licensed Product prior to or on the Transfer Date, regardless of when such claims are asserted; provided, however, nothing in the foregoing is intended to change, modify or release Cephalon from any liability, covenant, or obligation, including the obligation to indemnify Abbott pursuant to the terms of the Marketing and Development Agreement. 10.2 Cephalon shall be fully responsible and be liable for all obligations, commitments and liabilities, including any product liability, arising out of or relating to any acts, omissions, events, occurrences, circumstances, conditions, or transactions relating to Cephalon's business activities related to the Licensed Product after the Transfer Date, regardless of when such claims are asserted; provided, however, that nothing in the foregoing is intended to change, modify or 32 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

release Abbott from any liability, covenant or obligation, including its duty to indemnify Cephalon, pursuant to the terms of this Agreement and the Marketing and Development Agreement. 10.3 Each party hereto shall be responsible for any cost and expenses incurred by such party with respect to the negotiation, preparation and execution of this Agreement including fees and expenses of such party's counsel, accountants, investment bankers, brokers, finders and other experts. 10.4 All applicable excise, sales, use, transfer, gains, documentary, filing, recordation, stamp ,or other similar taxes attributable to this sublicense or the transfer of any rights or assets pursuant to this Agreement shall be paid by Cephalon. 10.5 Any fees required by the filing of the Pre-Notification Form under the HSR Act shall be shared equally by the parties. Cephalon shall pay the full amount of such fees with its filing and invoice Abbott for one half of the amount of such fee. Abbott shall pay such invoice within ten (10) business days. ARTICLE XI EFFECTIVE DATE AND TERM 11.1 This Agreement will become effective on the Effective Date pursuant to Section 11.3, and will remain in effect until and expire in the Territory upon the later of (i) the date of expiration of Cephalon's Royalties obligation under this Agreement and (ii) final payment of the amounts due pursuant to Section 3.1 or 3.2. Upon such expiration, Cephalon shall automatically acquire a fully-paid and perpetual sublicense with respect to the Licensed Products under the Licensed Patent Rights and Technical Information and

release Abbott from any liability, covenant or obligation, including its duty to indemnify Cephalon, pursuant to the terms of this Agreement and the Marketing and Development Agreement. 10.3 Each party hereto shall be responsible for any cost and expenses incurred by such party with respect to the negotiation, preparation and execution of this Agreement including fees and expenses of such party's counsel, accountants, investment bankers, brokers, finders and other experts. 10.4 All applicable excise, sales, use, transfer, gains, documentary, filing, recordation, stamp ,or other similar taxes attributable to this sublicense or the transfer of any rights or assets pursuant to this Agreement shall be paid by Cephalon. 10.5 Any fees required by the filing of the Pre-Notification Form under the HSR Act shall be shared equally by the parties. Cephalon shall pay the full amount of such fees with its filing and invoice Abbott for one half of the amount of such fee. Abbott shall pay such invoice within ten (10) business days. ARTICLE XI EFFECTIVE DATE AND TERM 11.1 This Agreement will become effective on the Effective Date pursuant to Section 11.3, and will remain in effect until and expire in the Territory upon the later of (i) the date of expiration of Cephalon's Royalties obligation under this Agreement and (ii) final payment of the amounts due pursuant to Section 3.1 or 3.2. Upon such expiration, Cephalon shall automatically acquire a fully-paid and perpetual sublicense with respect to the Licensed Products under the Licensed Patent Rights and Technical Information and Know-How in the Territory and a 33 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

fully-paid and perpetual license with respect to the Licensed Products under the Abbott Technology in the Territory. 11.2 Conditions to Effectiveness (a) The following shall be conditions precedent to the effectiveness of this Agreement and the obligations of the parties: (i) All filings under the HSR Act shall have been made by the parties and any required waiting period under such law shall have expired or been earlier terminated; (ii) Novo shall have provided its approval to the sublicense contemplated by this Agreement in the form set forth in Exhibit 5.3(a) hereof; and (iii) all representations and warranties by the parties hereunder shall be true and correct as of the Effective Date (or waived by the party to whom the representation and warranty was given). (b) The non-fulfillment of any of the conditions described in Section 11.2(a) shall not result in any liability to any party unless such non-fulfillment is a result of a breech of this Agreement by such party. (c) If the Effective Date has not occurred within one hundred eighty (180) days from the execution date hereof (other than through the failure of the party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) or such later date as the parties may agree, either party may terminate this Agreement by written notice to the other party.

fully-paid and perpetual license with respect to the Licensed Products under the Abbott Technology in the Territory. 11.2 Conditions to Effectiveness (a) The following shall be conditions precedent to the effectiveness of this Agreement and the obligations of the parties: (i) All filings under the HSR Act shall have been made by the parties and any required waiting period under such law shall have expired or been earlier terminated; (ii) Novo shall have provided its approval to the sublicense contemplated by this Agreement in the form set forth in Exhibit 5.3(a) hereof; and (iii) all representations and warranties by the parties hereunder shall be true and correct as of the Effective Date (or waived by the party to whom the representation and warranty was given). (b) The non-fulfillment of any of the conditions described in Section 11.2(a) shall not result in any liability to any party unless such non-fulfillment is a result of a breech of this Agreement by such party. (c) If the Effective Date has not occurred within one hundred eighty (180) days from the execution date hereof (other than through the failure of the party seeking to terminate this Agreement to comply fully with its obligations under this Agreement) or such later date as the parties may agree, either party may terminate this Agreement by written notice to the other party. 11.3 As soon as practicable after the parties have determined that all conditions precedent to the effectiveness of this Agreement have been satisfied, they shall each provide 34 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

notice to the other of such satisfaction, and shall agree promptly thereafter on the date on which the closing of this transaction shall occur, which date shall be not less than two (2) nor more than five (5) business days after the date of notice of closing. On the date of said closing (the "Effective Date"), Cephalon shall make the initial payment established in Section 3.1(i), and Abbott shall deliver to Cephalon the following documents: (i) a fully executed copy of the consent of Novo to the sublicense granted to Cephalon hereunder; (ii) an executed bill of sale or other written evidence of assignment, conveyance or transfer of title to all Transferred Assets; and (iii) an executed form of letter from Abbott to the FDA concerning the transfer of the NDA and the INDs. ARTICLE XII TERMINATION 12.1 Failure by Cephalon or Abbott to comply with any of the obligations and conditions contained in this Agreement shall entitle the other party to give notice to the party in default requiring the defaulting party to make good such default. If such default is not made good within 90 days after the receipt of such notice, the notifying party shall be entitled (without prejudice to any of its other rights conferred on it by this Agreement) to terminate this Agreement by giving notice to take effect immediately. The right of either party to terminate this Agreement, as hereinabove provided, shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default. 12.2 In the event that this Agreement is terminated by Abbott due to Cephalon's default in making the payments set forth in Sections 3.1(i) or (ii) or Section 3.2(i), Cephalon agrees to return to Abbott good and marketable title to all of the assets transferred to Cephalon pursuant to this Agreement, including all of the assets listed in Section

notice to the other of such satisfaction, and shall agree promptly thereafter on the date on which the closing of this transaction shall occur, which date shall be not less than two (2) nor more than five (5) business days after the date of notice of closing. On the date of said closing (the "Effective Date"), Cephalon shall make the initial payment established in Section 3.1(i), and Abbott shall deliver to Cephalon the following documents: (i) a fully executed copy of the consent of Novo to the sublicense granted to Cephalon hereunder; (ii) an executed bill of sale or other written evidence of assignment, conveyance or transfer of title to all Transferred Assets; and (iii) an executed form of letter from Abbott to the FDA concerning the transfer of the NDA and the INDs. ARTICLE XII TERMINATION 12.1 Failure by Cephalon or Abbott to comply with any of the obligations and conditions contained in this Agreement shall entitle the other party to give notice to the party in default requiring the defaulting party to make good such default. If such default is not made good within 90 days after the receipt of such notice, the notifying party shall be entitled (without prejudice to any of its other rights conferred on it by this Agreement) to terminate this Agreement by giving notice to take effect immediately. The right of either party to terminate this Agreement, as hereinabove provided, shall not be affected in any way by its waiver of, or failure to take action with respect to, any previous default. 12.2 In the event that this Agreement is terminated by Abbott due to Cephalon's default in making the payments set forth in Sections 3.1(i) or (ii) or Section 3.2(i), Cephalon agrees to return to Abbott good and marketable title to all of the assets transferred to Cephalon pursuant to this Agreement, including all of the assets listed in Section 2.6. 35 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

ARTICLE XIII RIGHTS AND OBLIGATIONS UPON AND FOLLOWING TERMINATION Except as where otherwise specifically provided herein, termination of this Agreement, by expiration or otherwise shall be without prejudice to any other remedies which either party may then have hereunder. 36 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

ARTICLE XIV FORCE MAJEURE The parties hereto shall not be liable in any manner for failure or delay in fulfillment of all or part of this Agreement, directly or indirectly owing to acts of God, governmental orders or restrictions, war, war-like conditions, revolution, riot, looting, strike, lockout, fire, flood or other causes or circumstances beyond the parties' control. ARTICLE XV ASSIGNMENT

ARTICLE XIII RIGHTS AND OBLIGATIONS UPON AND FOLLOWING TERMINATION Except as where otherwise specifically provided herein, termination of this Agreement, by expiration or otherwise shall be without prejudice to any other remedies which either party may then have hereunder. 36 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

ARTICLE XIV FORCE MAJEURE The parties hereto shall not be liable in any manner for failure or delay in fulfillment of all or part of this Agreement, directly or indirectly owing to acts of God, governmental orders or restrictions, war, war-like conditions, revolution, riot, looting, strike, lockout, fire, flood or other causes or circumstances beyond the parties' control. ARTICLE XV ASSIGNMENT This Agreement shall not be assignable by either party without the prior written consent of the other party, which consent may not be unreasonably withheld. Any assignment of this Agreement by Cephalon shall also require the consent of Novo. It is expressly understood and agreed, however, that any permitted assignor of any rights hereunder shall remain bound by the obligations hereof. ARTICLE XVI CONTRACT WITH CEPHALON Upon written request by Cephalon, Abbott shall request Novo to contract directly with Cephalon, a Cephalon Affiliate or Cephalon sublicensee for any purpose deemed necessary by Cephalon to preserve its and such person's rights and licenses under this Agreement or to enable Abbott to perform its obligations under this Agreement. Such purposes may include, without limitation, to establish the deductibility of royalty payments as expenses for income tax purposes, or to protect the status of Cephalon or a Cephalon Affiliate or Cephalon sublicensee as a user of property rights granted pursuant to his Agreement. The terms and conditions of any such contract 37 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

shall be substantially the same as those contained herein and shall conform to the requirements of local law and regulations. ARTICLE XVII CONFIDENTIALITY

ARTICLE XIV FORCE MAJEURE The parties hereto shall not be liable in any manner for failure or delay in fulfillment of all or part of this Agreement, directly or indirectly owing to acts of God, governmental orders or restrictions, war, war-like conditions, revolution, riot, looting, strike, lockout, fire, flood or other causes or circumstances beyond the parties' control. ARTICLE XV ASSIGNMENT This Agreement shall not be assignable by either party without the prior written consent of the other party, which consent may not be unreasonably withheld. Any assignment of this Agreement by Cephalon shall also require the consent of Novo. It is expressly understood and agreed, however, that any permitted assignor of any rights hereunder shall remain bound by the obligations hereof. ARTICLE XVI CONTRACT WITH CEPHALON Upon written request by Cephalon, Abbott shall request Novo to contract directly with Cephalon, a Cephalon Affiliate or Cephalon sublicensee for any purpose deemed necessary by Cephalon to preserve its and such person's rights and licenses under this Agreement or to enable Abbott to perform its obligations under this Agreement. Such purposes may include, without limitation, to establish the deductibility of royalty payments as expenses for income tax purposes, or to protect the status of Cephalon or a Cephalon Affiliate or Cephalon sublicensee as a user of property rights granted pursuant to his Agreement. The terms and conditions of any such contract 37 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

shall be substantially the same as those contained herein and shall conform to the requirements of local law and regulations. ARTICLE XVII CONFIDENTIALITY 17.1 During the term of this Agreement and for a period of [**] thereafter, each party agrees that all information obtained or developed as a result of this Agreement or received in writing from the other party or Novo shall be maintained as confidential ("Confidential Information") and that any party receiving such Confidential Information from the other party or Novo or developing such Confidential Information hereunder shall not, without the prior written approval of the other party and/or Novo, as the case may be, disclose to any third party or use, except as provided under this Agreement, any such Confidential Information; provided, however, that the foregoing restrictions on use and disclosure shall not apply to any such information which is not deemed Confidential Information under the Novo License Agreement. 17.2 All confidentiality or other provisions which by their terms are to be performed or complied with subsequent to the expiration or other termination of this Agreement, shall survive such expiration or other termination. ARTICLE XVIII

shall be substantially the same as those contained herein and shall conform to the requirements of local law and regulations. ARTICLE XVII CONFIDENTIALITY 17.1 During the term of this Agreement and for a period of [**] thereafter, each party agrees that all information obtained or developed as a result of this Agreement or received in writing from the other party or Novo shall be maintained as confidential ("Confidential Information") and that any party receiving such Confidential Information from the other party or Novo or developing such Confidential Information hereunder shall not, without the prior written approval of the other party and/or Novo, as the case may be, disclose to any third party or use, except as provided under this Agreement, any such Confidential Information; provided, however, that the foregoing restrictions on use and disclosure shall not apply to any such information which is not deemed Confidential Information under the Novo License Agreement. 17.2 All confidentiality or other provisions which by their terms are to be performed or complied with subsequent to the expiration or other termination of this Agreement, shall survive such expiration or other termination. ARTICLE XVIII MANUFACTURING At the Effective Date, Abbott and Cephalon shall enter into a Toll Manufacturing and Packaging Agreement in the form attached as Exhibit 18. 38 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

ARTICLE XIX TRANSFER At such time as the payments required by Sections 3.1 and 3.2 have been made in full, the parties shall both use reasonable commercial efforts to negotiate and execute a direct license agreement between Cephalon and Novo for the Territory. If unsuccessful, Abbott shall authorize Cephalon to directly account for and pay the Novo Royalties and any Novo Improvement Royalty directly to Novo. In the event that the Novo License Agreement terminates for any reason other than its expiration or due to a default by Cephalon of any of its obligations under this Agreement, Abbott shall use all reasonable efforts and diligence to facilitate the execution of a direct license between Novo and Cephalon. ARTICLE XX ENTIRE AGREEMENT AND AMENDMENT This Agreement, including the Exhibits hereto, contains the entire understanding of the parties with respect to the matters contained herein. In case one or more amendments, modifications or alterations of this Agreement become necessary, the parties shall negotiate in good faith on such amendments, modifications or alterations. This Agreement may be amended, modified or altered only by an instrument in writing duly executed by the parties hereto. ARTICLE XXI NOTICES

ARTICLE XIX TRANSFER At such time as the payments required by Sections 3.1 and 3.2 have been made in full, the parties shall both use reasonable commercial efforts to negotiate and execute a direct license agreement between Cephalon and Novo for the Territory. If unsuccessful, Abbott shall authorize Cephalon to directly account for and pay the Novo Royalties and any Novo Improvement Royalty directly to Novo. In the event that the Novo License Agreement terminates for any reason other than its expiration or due to a default by Cephalon of any of its obligations under this Agreement, Abbott shall use all reasonable efforts and diligence to facilitate the execution of a direct license between Novo and Cephalon. ARTICLE XX ENTIRE AGREEMENT AND AMENDMENT This Agreement, including the Exhibits hereto, contains the entire understanding of the parties with respect to the matters contained herein. In case one or more amendments, modifications or alterations of this Agreement become necessary, the parties shall negotiate in good faith on such amendments, modifications or alterations. This Agreement may be amended, modified or altered only by an instrument in writing duly executed by the parties hereto. ARTICLE XXI NOTICES Any notice required to be given pursuant to this Agreement shall be made by telex or certified air mail, return receipt requested, and shall be deemed given on the fifth day after having been so deposited, postage prepaid, in the mails of the country of dispatch and addressed as follows: 39 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

If to Novo: Novo Industri A/S Novo Alle DK-2880 Bagsvaerd, Denmark Attention: Vice President Pharmaceuticals, Research and Development With a copy to: Legal Department If to Abbott: Abbott Laboratories 100 Abbott Park Road Abbott Park, IL 60064-6049 Attention: Vice President, Pharmaceutical Products With a copy to: Office of General Counsel

If to Novo: Novo Industri A/S Novo Alle DK-2880 Bagsvaerd, Denmark Attention: Vice President Pharmaceuticals, Research and Development With a copy to: Legal Department If to Abbott: Abbott Laboratories 100 Abbott Park Road Abbott Park, IL 60064-6049 Attention: Vice President, Pharmaceutical Products With a copy to: Office of General Counsel If to Cephalon: Cephalon, Inc. 145 Brandywine Parkway West Chester, PA 19380 Attention: Sr. Vice President and General Counsel ARTICLE XXII SEVERABILITY In the event that any one or more of the provisions of this Agreement should for any reason be held by any court or authority having jurisdiction over this Agreement, or over any of the parties hereto to be invalid, illegal or unenforceable, such provision or provisions shall be reformed to approximate as nearly as possible the intent of the parties, and if unreformable, shall be divisible and deleted in such jurisdiction; elsewhere, this Agreement shall not be affected. 40 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

ARTICLE XXIII GOVERNING LAW; INTERPRETATION This Agreement shall be deemed to be a contract made under and construed in accordance with the laws of the Kingdom of Denmark, without regard to principles of conflict of laws. ARTICLE XXIV ARBITRATION All disputes arising in connection with this License Agreement shall be finally settled under the Rules of

ARTICLE XXIII GOVERNING LAW; INTERPRETATION This Agreement shall be deemed to be a contract made under and construed in accordance with the laws of the Kingdom of Denmark, without regard to principles of conflict of laws. ARTICLE XXIV ARBITRATION All disputes arising in connection with this License Agreement shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the Rules, all proceedings to be conducted in Chicago, Illinois in the English language. ARTICLE XXV INDEMNIFICATION 25.1 Cephalon shall indemnify and hold Novo and Abbott harmless from and against all claims, lawsuits, demands, causes of action, judgments, losses, damages, expenses, including reasonable attorney's fees, and from all liability and damages of whatsoever nature, kind, or description arising out of (i) the manufacture, use, or sale of Licensed Products by Cephalon, any Cephalon Affiliate, or any Cephalon sublicensee after the Transfer Date regardless of when such claim is asserted unless such liability results from a breach of Abbott's representations and warranties set forth in this Agreement or Abbott was responsible for such liability under the Marketing and Development Agreement; (ii) any inaccuracy of any representation or warranty on the part of Cephalon; or (iii) any liabilities or expenses for which Cephalon is responsible pursuant to Article X. 41 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

25.2 Abbott shall indemnify and hold Cephalon and Novo harmless, from and against all claims, lawsuits, demands, expenses, including reasonable attorneys' fees and from all liability and damages of whatsoever nature, kind or description arising out of (i) the manufacture, use or sale of Licensed Products by Abbott, any Abbott Affiliate or any Abbott sublicensee on or prior to the Transfer Date regardless of when such claims are asserted, unless Cephalon was responsible for such liability under the Marketing and Development Agreement and (ii) any inaccuracy of any representation or warranty on the part of Abbott; or (iii) any liabilities or expenses for which Abbott is responsible pursuant to Article X. ARTICLE XXVI NON SOLICITATION For a period of [**] after the Effective Date, neither party shall target or recruit the other party's employees without the other party's prior written consent. The parties agree that this provision shall not apply to situations where a party's employee is hired by the other party as a result of such employee responding to an advertisement to the general public that was placed by the hiring party. ARTICLE XXVII TERMINATION OF MARKETING AND DEVELOPMENT AGREEMENT Upon the Transfer Date, the Marketing and Development Agreement shall be terminated between the parties. Termination of the Marketing and Development Agreement shall not relieve the parties thereto of any liability

25.2 Abbott shall indemnify and hold Cephalon and Novo harmless, from and against all claims, lawsuits, demands, expenses, including reasonable attorneys' fees and from all liability and damages of whatsoever nature, kind or description arising out of (i) the manufacture, use or sale of Licensed Products by Abbott, any Abbott Affiliate or any Abbott sublicensee on or prior to the Transfer Date regardless of when such claims are asserted, unless Cephalon was responsible for such liability under the Marketing and Development Agreement and (ii) any inaccuracy of any representation or warranty on the part of Abbott; or (iii) any liabilities or expenses for which Abbott is responsible pursuant to Article X. ARTICLE XXVI NON SOLICITATION For a period of [**] after the Effective Date, neither party shall target or recruit the other party's employees without the other party's prior written consent. The parties agree that this provision shall not apply to situations where a party's employee is hired by the other party as a result of such employee responding to an advertisement to the general public that was placed by the hiring party. ARTICLE XXVII TERMINATION OF MARKETING AND DEVELOPMENT AGREEMENT Upon the Transfer Date, the Marketing and Development Agreement shall be terminated between the parties. Termination of the Marketing and Development Agreement shall not relieve the parties thereto of any liability which accrued thereunder prior to the effective date of such termination. The only provisions of the Marketing and Development Agreement that shall survive its termination are Section 11.1, Article 13, Article 14, Section 18.7 and Section 18.9. 42 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

ARTICLE XXVIII PUBLICITY 28.1 Except as other wise provided herein, each party shall maintain the confidentiality of all provisions of this Agreement and this Agreement itself and, without the prior written consent of both parties, neither party shall make any press release or other public announcement of or otherwise disclose to any third party this Agreement or any of its provisions (i) except disclosure to those of its directors, officers, employees, accountants, attorneys, advisers and agents whose duties reasonably require them to have access to the Agreement and, in the case of Abbott disclosure to Novo, provided that such officers, employees, accountants, attorneys, advisers, agents and licensors are required to maintain the confidentiality of the Agreement to the same extent as if they were Parties hereto; and (ii) except for disclosures as may be required by law, in which case the disclosing party shall provide the nondisclosing party with prompt advance notice of such disclosure so that the nondisclosing party shall have the opportunity if it so desires to seek a protective order or other appropriate remedy and, in connection with any disclosure to the Securities and Exchange Commission, the disclosing party shall use reasonable efforts to obtain confidential treatment for such disclosure. 28.2 Promptly following the execution of this Agreement, the parties shall issue a press release in the form presented in Exhibit 28.2. ARTICLE XXIX ASSURANCES

ARTICLE XXVIII PUBLICITY 28.1 Except as other wise provided herein, each party shall maintain the confidentiality of all provisions of this Agreement and this Agreement itself and, without the prior written consent of both parties, neither party shall make any press release or other public announcement of or otherwise disclose to any third party this Agreement or any of its provisions (i) except disclosure to those of its directors, officers, employees, accountants, attorneys, advisers and agents whose duties reasonably require them to have access to the Agreement and, in the case of Abbott disclosure to Novo, provided that such officers, employees, accountants, attorneys, advisers, agents and licensors are required to maintain the confidentiality of the Agreement to the same extent as if they were Parties hereto; and (ii) except for disclosures as may be required by law, in which case the disclosing party shall provide the nondisclosing party with prompt advance notice of such disclosure so that the nondisclosing party shall have the opportunity if it so desires to seek a protective order or other appropriate remedy and, in connection with any disclosure to the Securities and Exchange Commission, the disclosing party shall use reasonable efforts to obtain confidential treatment for such disclosure. 28.2 Promptly following the execution of this Agreement, the parties shall issue a press release in the form presented in Exhibit 28.2. ARTICLE XXIX ASSURANCES After the Effective Date, Abbott shall perform, or cause to be performed, all such other actions and shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, all such assignments, transfers, consents and other documents prepared by Cephalon or 43 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

its counsel as Cephalon may reasonably request to vest in Cephalon, and protect Cephalon's right, title and interest in, and enjoyment of the Transferred Assets. Cephalon shall similarly perform, or cause to be performed, all such other actions, and shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered such other documents as Abbott or its counsel may reasonably request to perfect and protect Abbott's rights under this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their duly authorized representatives. CEPHALON, INC.
By /s/ Frank Baldino, Jr. -----------------------------------Title Chairman and Chief Executive Officer ---------------------------------

Date October 31, 2000 ABBOTT LABORATORIES
By /s/ Arthur J. Higgins, Jr.

its counsel as Cephalon may reasonably request to vest in Cephalon, and protect Cephalon's right, title and interest in, and enjoyment of the Transferred Assets. Cephalon shall similarly perform, or cause to be performed, all such other actions, and shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered such other documents as Abbott or its counsel may reasonably request to perfect and protect Abbott's rights under this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their duly authorized representatives. CEPHALON, INC.
By /s/ Frank Baldino, Jr. -----------------------------------Title Chairman and Chief Executive Officer ---------------------------------

Date October 31, 2000 ABBOTT LABORATORIES
By /s/ Arthur J. Higgins, Jr. -----------------------------------Title Senior Vice President Pharmaceutical Operations ---------------------------------

Date October 31, 2000 44 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 1.3 PATENT AND PATENT APPLICATIONS INCLUDED WITHIN ABBOTT TECHNOLOGY U.S. Serial No. 235,540 "Extended Release Tiagabine Formulations with reduced side effects" Pending Filed: January 22, 1999 (priority application: 60/072,130 filed January 22, 1998) NOTE: Abbott is preparing a patent application to be filed in 1 - 2 weeks; recommend updating list after we receive serial number and filing date. 45 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 1.3 PATENT AND PATENT APPLICATIONS INCLUDED WITHIN ABBOTT TECHNOLOGY U.S. Serial No. 235,540 "Extended Release Tiagabine Formulations with reduced side effects" Pending Filed: January 22, 1999 (priority application: 60/072,130 filed January 22, 1998) NOTE: Abbott is preparing a patent application to be filed in 1 - 2 weeks; recommend updating list after we receive serial number and filing date. 45 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 1.16 LICENSED PATENT RIGHTS U.S. Patent No. 5,010,090 "N-(butenyl substituted) azaheterocyclic carboxylic acids" Issued: April 23, 1991 Expires: April 23, 2008 Extended Expiration (pending): September 30, 2011 U.S. Patent No. 5,354,760 "Crystalline Tiagabine monohydrate, its preparation and use" Issued: October 11, 1994 Expires: March 24, 2012 46 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 4.4 TRANSITION TEAM ABBOTT
A. Hamlett M. Burke J. Steck Manufacturing Marketing Regulatory CEPHALON L. Brooks W. Niebler R. Urban Marketing Clinical Manufacturing

47

EXHIBIT 1.16 LICENSED PATENT RIGHTS U.S. Patent No. 5,010,090 "N-(butenyl substituted) azaheterocyclic carboxylic acids" Issued: April 23, 1991 Expires: April 23, 2008 Extended Expiration (pending): September 30, 2011 U.S. Patent No. 5,354,760 "Crystalline Tiagabine monohydrate, its preparation and use" Issued: October 11, 1994 Expires: March 24, 2012 46 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 4.4 TRANSITION TEAM ABBOTT
A. Hamlett M. Burke J. Steck Manufacturing Marketing Regulatory CEPHALON L. Brooks W. Niebler R. Urban Marketing Clinical Manufacturing

47 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 4.6 2000 FEDERAL CEILING PRICES
2 mg 4 mg. 12 mg. 16 mg. 100 100 100 100 count count count count bottle bottle bottle bottle $69.52 $60.39 $74.08 $108.35

48 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 4.4 TRANSITION TEAM ABBOTT
A. Hamlett M. Burke J. Steck Manufacturing Marketing Regulatory CEPHALON L. Brooks W. Niebler R. Urban Marketing Clinical Manufacturing

47 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 4.6 2000 FEDERAL CEILING PRICES
2 mg 4 mg. 12 mg. 16 mg. 100 100 100 100 count count count count bottle bottle bottle bottle $69.52 $60.39 $74.08 $108.35

48 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 5.2(j) LIST OF CERTAIN ACTIONS To be provided by the Effective Date 49 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 5.3 (a) NOVO CONSENT FORM ATTACHED

EXHIBIT 4.6 2000 FEDERAL CEILING PRICES
2 mg 4 mg. 12 mg. 16 mg. 100 100 100 100 count count count count bottle bottle bottle bottle $69.52 $60.39 $74.08 $108.35

48 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 5.2(j) LIST OF CERTAIN ACTIONS To be provided by the Effective Date 49 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 5.3 (a) NOVO CONSENT FORM ATTACHED 50 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 18 TOLL MANUFACTURING AGREEMENT ATTACHED 51 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 28.2

EXHIBIT 5.2(j) LIST OF CERTAIN ACTIONS To be provided by the Effective Date 49 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 5.3 (a) NOVO CONSENT FORM ATTACHED 50 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 18 TOLL MANUFACTURING AGREEMENT ATTACHED 51 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 28.2 PRESS RELEASE ATTACHED 52 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 10.13(c) TOLL MANUFACTURING AND PACKAGING AGREEMENT

EXHIBIT 5.3 (a) NOVO CONSENT FORM ATTACHED 50 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 18 TOLL MANUFACTURING AGREEMENT ATTACHED 51 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 28.2 PRESS RELEASE ATTACHED 52 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 10.13(c) TOLL MANUFACTURING AND PACKAGING AGREEMENT This Toll Manufacturing and Packaging Agreement (this "Agreement") is made as of this 31st day of October, 2000, by and between Cephalon, Inc., 145 Brandywine Parkway, West Chester, PA 19380-4245 ("CEPHALON") and Abbott Laboratories, 100 Abbott Park Road, Abbott Park, IL 60064-6029 ABBOTT ("ABBOTT"). WHEREAS, CEPHALON holds certain rights to manufacture, market and sell in the United States the pharmaceutical product, which is marketed and sold as Gabitril(R); WHEREAS, CEPHALON wishes to engage ABBOTT to formulate and package Gabitril tablets in dosage form for subsequent commercial sale by CEPHALON in the United States and for certain clinical and other purposes; and WHEREAS, ABBOTT has suitable facilities and equipment and sufficient qualified personnel to formulate and

EXHIBIT 18 TOLL MANUFACTURING AGREEMENT ATTACHED 51 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 28.2 PRESS RELEASE ATTACHED 52 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 10.13(c) TOLL MANUFACTURING AND PACKAGING AGREEMENT This Toll Manufacturing and Packaging Agreement (this "Agreement") is made as of this 31st day of October, 2000, by and between Cephalon, Inc., 145 Brandywine Parkway, West Chester, PA 19380-4245 ("CEPHALON") and Abbott Laboratories, 100 Abbott Park Road, Abbott Park, IL 60064-6029 ABBOTT ("ABBOTT"). WHEREAS, CEPHALON holds certain rights to manufacture, market and sell in the United States the pharmaceutical product, which is marketed and sold as Gabitril(R); WHEREAS, CEPHALON wishes to engage ABBOTT to formulate and package Gabitril tablets in dosage form for subsequent commercial sale by CEPHALON in the United States and for certain clinical and other purposes; and WHEREAS, ABBOTT has suitable facilities and equipment and sufficient qualified personnel to formulate and package commercial quantities of Gabitril in dosage form, and is willing to provide such services on the terms and conditions set forth below. NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows: I. DEFINITIONS As used in this Agreement: 1.1 "Active Drug Substance" means the compound N-(4, 4-di (3-methyl-2-thienyl) but-3-en-1-yl) nipecotic acid, which is more commonly known as tiagabine having those specifications as set forth on Schedule A hereto. 1.2 "Adverse Experience" or "AE" shall mean any unfavorable and unintended change in the structure, function,

EXHIBIT 28.2 PRESS RELEASE ATTACHED 52 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 10.13(c) TOLL MANUFACTURING AND PACKAGING AGREEMENT This Toll Manufacturing and Packaging Agreement (this "Agreement") is made as of this 31st day of October, 2000, by and between Cephalon, Inc., 145 Brandywine Parkway, West Chester, PA 19380-4245 ("CEPHALON") and Abbott Laboratories, 100 Abbott Park Road, Abbott Park, IL 60064-6029 ABBOTT ("ABBOTT"). WHEREAS, CEPHALON holds certain rights to manufacture, market and sell in the United States the pharmaceutical product, which is marketed and sold as Gabitril(R); WHEREAS, CEPHALON wishes to engage ABBOTT to formulate and package Gabitril tablets in dosage form for subsequent commercial sale by CEPHALON in the United States and for certain clinical and other purposes; and WHEREAS, ABBOTT has suitable facilities and equipment and sufficient qualified personnel to formulate and package commercial quantities of Gabitril in dosage form, and is willing to provide such services on the terms and conditions set forth below. NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows: I. DEFINITIONS As used in this Agreement: 1.1 "Active Drug Substance" means the compound N-(4, 4-di (3-methyl-2-thienyl) but-3-en-1-yl) nipecotic acid, which is more commonly known as tiagabine having those specifications as set forth on Schedule A hereto. 1.2 "Adverse Experience" or "AE" shall mean any unfavorable and unintended change in the structure, function, or chemistry of the body temporally associated with any use of a Product or of a derivative thereof, whether or not the adverse experience is considered to be related to the use of the Product, including but not limited to any of the following: an unexpected side effect, injury, toxicity or sensitivity reaction, which may include an experience of unexpected incidence and severity; an adverse experience occurring in the course of the use of a drug product in professional practice; an adverse experience occurring in clinical studies; an adverse experience occurring from drug overdose, whether accidental or intentional; an adverse experience occurring from drug abuse; an adverse experience occurring from drug withdrawal; and any significant failure of expected pharmacological action. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

EXHIBIT 10.13(c) TOLL MANUFACTURING AND PACKAGING AGREEMENT This Toll Manufacturing and Packaging Agreement (this "Agreement") is made as of this 31st day of October, 2000, by and between Cephalon, Inc., 145 Brandywine Parkway, West Chester, PA 19380-4245 ("CEPHALON") and Abbott Laboratories, 100 Abbott Park Road, Abbott Park, IL 60064-6029 ABBOTT ("ABBOTT"). WHEREAS, CEPHALON holds certain rights to manufacture, market and sell in the United States the pharmaceutical product, which is marketed and sold as Gabitril(R); WHEREAS, CEPHALON wishes to engage ABBOTT to formulate and package Gabitril tablets in dosage form for subsequent commercial sale by CEPHALON in the United States and for certain clinical and other purposes; and WHEREAS, ABBOTT has suitable facilities and equipment and sufficient qualified personnel to formulate and package commercial quantities of Gabitril in dosage form, and is willing to provide such services on the terms and conditions set forth below. NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows: I. DEFINITIONS As used in this Agreement: 1.1 "Active Drug Substance" means the compound N-(4, 4-di (3-methyl-2-thienyl) but-3-en-1-yl) nipecotic acid, which is more commonly known as tiagabine having those specifications as set forth on Schedule A hereto. 1.2 "Adverse Experience" or "AE" shall mean any unfavorable and unintended change in the structure, function, or chemistry of the body temporally associated with any use of a Product or of a derivative thereof, whether or not the adverse experience is considered to be related to the use of the Product, including but not limited to any of the following: an unexpected side effect, injury, toxicity or sensitivity reaction, which may include an experience of unexpected incidence and severity; an adverse experience occurring in the course of the use of a drug product in professional practice; an adverse experience occurring in clinical studies; an adverse experience occurring from drug overdose, whether accidental or intentional; an adverse experience occurring from drug abuse; an adverse experience occurring from drug withdrawal; and any significant failure of expected pharmacological action. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

1.3 "Affiliate" means any corporation or other business entity which, directly or indirectly, is controlled by, controls, or is under common control with CEPHALON or ABBOTT. For this purpose, "control" shall be deemed to mean ownership of fifty percent (50%) or more of the stock or other equity of such entity. 1.4 "Commodities" means the raw materials necessary to package the Product as set forth in Schedule A hereto. 1.5 "Components" means the raw material necessary to formulate the Product as set forth in Schedule A hereto. 1.6 "Confidential Information" means all information, data, know-how and all other business, technical and financial data disclosed hereunder by one party or any of its Affiliates to the other party or any of its Affiliates, except any portion thereof which: (a) at the time of disclosure, is public knowledge; (b) after disclosure, becomes public knowledge by publication or otherwise, except by breach of this Agreement

1.3 "Affiliate" means any corporation or other business entity which, directly or indirectly, is controlled by, controls, or is under common control with CEPHALON or ABBOTT. For this purpose, "control" shall be deemed to mean ownership of fifty percent (50%) or more of the stock or other equity of such entity. 1.4 "Commodities" means the raw materials necessary to package the Product as set forth in Schedule A hereto. 1.5 "Components" means the raw material necessary to formulate the Product as set forth in Schedule A hereto. 1.6 "Confidential Information" means all information, data, know-how and all other business, technical and financial data disclosed hereunder by one party or any of its Affiliates to the other party or any of its Affiliates, except any portion thereof which: (a) at the time of disclosure, is public knowledge; (b) after disclosure, becomes public knowledge by publication or otherwise, except by breach of this Agreement by the recipient; (c) the recipient can demonstrate by its written records was in the recipient's possession at the time of such disclosure, and which was not acquired, directly or indirectly, from the disclosing party; (d) is lawfully disclosed to the recipient on a non-confidential basis by a third party who is not obligated to the disclosing party or any other third party to retain such Confidential Information in confidence; (e) results from research and development by the recipient independent of such disclosure as shown by competent evidence; or (f) is required to be disclosed by legal process; provided, in each case the party so disclosing information timely informs the other party and uses its reasonable efforts to limit the disclosure and maintain confidentiality to the extent possible and, if possible, permits the other party to attempt by appropriate legal means to limit such disclosure. Written Confidential Information shall be identified by the disclosing party as being confidential by stamping the cover pages of such information "Confidential." Confidential Information disclosed orally, visually and/or in another tangible form shall be identified by the disclosing party to the receiving **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

party as confidential at the time of such disclosure and confirmed to the receiving party within thirty (30) days after such disclosure in a writing marked "Confidential." 1.7 "Net Sales" means the gross invoice price of Product actually billed in the Territory by CEPHALON, a CEPHALON Affiliate or a CEPHALON sublicensee to independent third party customers less: (i) any direct or indirect credits and allowances or adjustments granted to customers including, without limitation, credits and allowances on account of price adjustments or on account of rejection or return of Product previously sold; (ii) any trade and cash discounts, rebates and distributor fees; (iii) any sales, excise, turnover or similar taxes and any duties and other governmental charges imposed upon the production, importation, use or sale of the Product; and (iv) applicable transportation, insurance and handling charges. 1.8 "Product" means Gabitril in final packaged dosage forms meeting the Product specifications set forth in Schedule A hereto. 1.9 "Quality Manual" means the form of quality assurance/quality control agreement to be entered into by CEPHALON and ABBOTT as set forth in Schedule B 110. "Territory" means the United States of America, including Puerto Rico and the territories and possessions of the United States of America. 1.11 "Trademark" or "Trademarks" shall mean Gabitril(R), as well as any other trademark owned or used by CEPHALON in connection with the Product, including, but not limited to, those trademarks listed on Schedule A hereto. II. APPOINTMENT AND TERM 2.1 Appointment. CEPHALON hereby appoints ABBOTT, and ABBOTT hereby accepts appointment, as a toll manufacturer to formulate and package the Product. 2.2 Manufacturing and Packaging Services. During the term of this Agreement, ABBOTT shall formulate Product, and prepare the Product for CEPHALON commercial sale to customers and for clinical and other purposes. In addition, ABBOTT shall label and package Product in accordance with those specifications and instructions set forth in Schedule A hereto, or otherwise as may be provided by CEPHALON and reasonably agreed to by ABBOTT in writing. CEPHALON will supply approved artwork for labels, package inserts and packaging. The content of the labels, package inserts and packaging shall be the sole and exclusive responsibility of CEPHALON. Notwithstanding the above, until ABBOTT's existing stock of Product is depleted, but for no longer than One Hundred Eighty (180) days from the effective date of this Agreement, Abbott shall **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

continue to use the existing labeling for the Product which has ABBOTT's name and logo on Product for sale and ABBOTT's and CEPHALON's name and logo on Product for samples. As soon as practical after the depletion of such existing Product, Abbott shall label and package the Product as described above. 2.3 Cooperation. CEPHALON and ABBOTT will cooperate with each other as may be necessary and customary in consideration of industry practice, and will disclose all material information necessary to enable each other to perform under this Agreement in a timely fashion. 2.4 Specific Duties. In addition to its general obligations relating to formulating and packaging, ABBOTT shall perform the following services at ABBOTT's cost, except where indicated: (i) placing orders for, acquiring and storing all Active Drug Substance, Commodities and Components; (ii) quality control and testing of all Active Drug Substance, Commodities and Components, in process materials, bulk tablets and finished dosage Product, in order to monitor compliance with all applicable standards and

continue to use the existing labeling for the Product which has ABBOTT's name and logo on Product for sale and ABBOTT's and CEPHALON's name and logo on Product for samples. As soon as practical after the depletion of such existing Product, Abbott shall label and package the Product as described above. 2.3 Cooperation. CEPHALON and ABBOTT will cooperate with each other as may be necessary and customary in consideration of industry practice, and will disclose all material information necessary to enable each other to perform under this Agreement in a timely fashion. 2.4 Specific Duties. In addition to its general obligations relating to formulating and packaging, ABBOTT shall perform the following services at ABBOTT's cost, except where indicated: (i) placing orders for, acquiring and storing all Active Drug Substance, Commodities and Components; (ii) quality control and testing of all Active Drug Substance, Commodities and Components, in process materials, bulk tablets and finished dosage Product, in order to monitor compliance with all applicable standards and specifications required by this Agreement, including any Schedules hereto; (iii) conducting stability testing of Product in accordance with the procedures set forth in the Quality Manual; (iv) summarizing implemented changes and supplying latest versions of approved critical documentation, and providing other information necessary for CEPHALON to prepare, submit, obtain and maintain all regulatory filings relating to the manufacture of the Product under the terms of this Agreement; and (v) performing such other services as agreed upon in writing by the parties. 2.5 Term. Unless terminated in accordance with the provisions of Article XXIII, this Agreement will become effective and remain in effect for a period of five (5) years from the Effective Date as defined in that certain Gabitril Product Agreement (the "Gabitril Agreement") by and between ABBOTT and CEPHALON dated as of October 31, 2000 (the "Initial Term"), and, unless either party gives written notice of non-renewal at least one hundred eighty (180) days prior to the end of the Initial Term (or any renewal term), this Agreement shall be renewed for consecutive terms of two years. III. PRODUCT QUANTITY, QUALITY AND MANUFACTURING PROCESSES **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

3.1 Quantity. Subject to the terms and conditions of this Agreement, ABBOTT will manufacture, package and supply to CEPHALON quantities of Product ordered by CEPHALON or an Affiliate thereof for subsequent sale by CEPHALON or an Affiliate or sublicensee thereof or for certain clinical or other purposes in the Territory. ABBOTT agrees to reserve capacity for the quantities of Product as defined in Schedule C. ABBOTT shall have no obligation to supply quantities in excess of those set forth in Schedule C, but shall use its commercially reasonable efforts to accommodate CEPHALON demand for excess quantities. ABBOTT agrees to supply CEPHALON with samples of Product in the amounts set forth in Schedule C. 3.2 Quality. All Product manufactured and packaged by ABBOTT for CEPHALON under this Agreement will meet the Product, Component and Commodities specifications set forth in Schedule A hereto (the "Specifications"), as well as the quality assurance standards established in the Quality Manual. Such Specifications, as well as the terms and conditions of the Quality Manual , are subject to modification from time to time by mutual written agreement of the parties. Prior to implementation of any Specification changes, the Parties agree to negotiate in good faith in an attempt to reach agreement on (a) the new price for any Product manufactured hereunder by ABBOTT which embodies such changes, based solely on the effect of such changes on ABBOTT's manufacturing costs for the Product and (b) any other amendments to this Agreement which may be necessitated by such changes (i.e., an adjustment to the lead time for purchase orders). CEPHALON agrees to reimburse ABBOTT for the reasonable, documented expenses incurred by ABBOTT as a result of such changes, including, but not limited to, reimbursing ABBOTT for its validation and development costs, capital

3.1 Quantity. Subject to the terms and conditions of this Agreement, ABBOTT will manufacture, package and supply to CEPHALON quantities of Product ordered by CEPHALON or an Affiliate thereof for subsequent sale by CEPHALON or an Affiliate or sublicensee thereof or for certain clinical or other purposes in the Territory. ABBOTT agrees to reserve capacity for the quantities of Product as defined in Schedule C. ABBOTT shall have no obligation to supply quantities in excess of those set forth in Schedule C, but shall use its commercially reasonable efforts to accommodate CEPHALON demand for excess quantities. ABBOTT agrees to supply CEPHALON with samples of Product in the amounts set forth in Schedule C. 3.2 Quality. All Product manufactured and packaged by ABBOTT for CEPHALON under this Agreement will meet the Product, Component and Commodities specifications set forth in Schedule A hereto (the "Specifications"), as well as the quality assurance standards established in the Quality Manual. Such Specifications, as well as the terms and conditions of the Quality Manual , are subject to modification from time to time by mutual written agreement of the parties. Prior to implementation of any Specification changes, the Parties agree to negotiate in good faith in an attempt to reach agreement on (a) the new price for any Product manufactured hereunder by ABBOTT which embodies such changes, based solely on the effect of such changes on ABBOTT's manufacturing costs for the Product and (b) any other amendments to this Agreement which may be necessitated by such changes (i.e., an adjustment to the lead time for purchase orders). CEPHALON agrees to reimburse ABBOTT for the reasonable, documented expenses incurred by ABBOTT as a result of such changes, including, but not limited to, reimbursing ABBOTT for its validation and development costs, capital expenditure costs and costs for any packaging components or other materials and in-process materials rendered unusable as a result of such changes. If during the term of this Agreement CEPHALON amends or is required by law to amend the Specifications so as to render Active Drug Substance, Commodities and/or Components or inprocess materials for the Product obsolete, CEPHALON shall purchase from ABBOTT, [**], that amount of inventory of Active Drug Substance, Commodities and/or Components, in-process materials and/or Product, as the case may be, so rendered obsolete. 3.3 Manufacturing Processes. ABBOTT has furnished to CEPHALON a copy of its production procedures and in the Quality Manual the parties will agree upon the equipment to be used to produce the Product. Costs incurred by ABBOTT as a result of any such changes or modifications requested by the FDA or by CEPHALON and relating solely to the production of the Product will be borne by CEPHALON; costs for other changes affecting ABBOTT's cGMP compliance or affecting other products generally will be borne by ABBOTT. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

3.4 Documentation. ABBOTT shall provide CEPHALON with initial methods and specifications for manufacturing and packaging the Product as set forth in the attached Schedule A. ABBOTT shall also promptly provide CEPHALON with all available safety data and information concerning the Product, process and related materials, including without limitation all MSDS's. 3.5 Communication. ABBOTT and CEPHALON will respond to requests for support, information and approvals within [**] days. If a complete response is not possible within such [**] period, the party owing the response shall communicate within such [**] period the reason for the delay and when the response will be available. 3.6 Quality Manual. Within sixty (60) days after the date of this Agreement, representatives of the parties' Quality Assurance departments shall meet to develop, agree and approve a Quality Manual outlining responsibilities and key contacts for quality and compliance related issues. ABBOTT will provide CEPHALON with certain production and control information for review prior to release as specified in the Quality Manual. The Quality Manual will also address, without limitation, annual product reviews, returned goods, regulatory audits, compliance with FDA current Good Manufacturing Practices, and such other quality related concerns deemed appropriate. The final agreed Quality Manual will use the form attached to this Agreement as Schedule B as a template and will be attached to and deemed a part of this Agreement when completed. IV. CONFIDENTIAL INFORMATION

3.4 Documentation. ABBOTT shall provide CEPHALON with initial methods and specifications for manufacturing and packaging the Product as set forth in the attached Schedule A. ABBOTT shall also promptly provide CEPHALON with all available safety data and information concerning the Product, process and related materials, including without limitation all MSDS's. 3.5 Communication. ABBOTT and CEPHALON will respond to requests for support, information and approvals within [**] days. If a complete response is not possible within such [**] period, the party owing the response shall communicate within such [**] period the reason for the delay and when the response will be available. 3.6 Quality Manual. Within sixty (60) days after the date of this Agreement, representatives of the parties' Quality Assurance departments shall meet to develop, agree and approve a Quality Manual outlining responsibilities and key contacts for quality and compliance related issues. ABBOTT will provide CEPHALON with certain production and control information for review prior to release as specified in the Quality Manual. The Quality Manual will also address, without limitation, annual product reviews, returned goods, regulatory audits, compliance with FDA current Good Manufacturing Practices, and such other quality related concerns deemed appropriate. The final agreed Quality Manual will use the form attached to this Agreement as Schedule B as a template and will be attached to and deemed a part of this Agreement when completed. IV. CONFIDENTIAL INFORMATION 4.1 The parties acknowledge that they have provided Confidential Information to each other in connection with the formulation and packaging of the Product, and further acknowledge that all such Confidential Information (as well as any additional Confidential Information provided by one party to the other hereunder) shall be subject to the provisions of this Article V. Any and all information, knowledge, technology, and trade secrets relating to the Product and provided by CEPHALON shall be deemed Confidential Information. 4.2 ABBOTT will disclose to CEPHALON all Confidential Information concerning the Product developed by or for ABBOTT during the term of this Agreement, promptly as it is developed. 4.3 During the term of this Agreement and for [**] thereafter, all Confidential Information disclosed or confirmed in writing and designated as confidential by the disclosing party, shall be held in confidence by the receiving party, shall not be used by the receiving party for any purpose except as provided hereunder and shall not be disclosed to third parties except for disclosure to its Affiliates or **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

governmental authorities, or except as otherwise necessary to carry out the receiving party's obligations under this Agreement. If a receiving party finds it necessary to disclose such Confidential Information to a third party, the receiving party will not do so without first obtaining the written consent of the disclosing party (which shall not be unreasonably withheld) and entering into an agreement with the third party which binds the third party to the same obligations of restricted use and disclosure as are undertaken by the parties in this Agreement. 4.4 Neither party shall distribute any Confidential Information of the other except to its employees or agents who have a need to know in connection with the performance of their duties in satisfying the obligations of such party hereunder. Any employee or agent who receives Confidential Information shall be advised as to the confidential nature thereof and the prohibitions contained herein. All copies of any portions of any Confidential Information distributed as provided in this section will be identified as confidential. Upon termination of this Agreement, and upon the request of the disclosing party, the receiving party shall return or destroy all such Confidential Information and any copies thereof in its possession, except that each party may retain one copy of Confidential Information solely for archival purposes. 4.5 Termination of this Agreement shall not operate to extinguish either party's obligation to treat Confidential Information as provided herein, and the same shall continue in effect in accordance with this Article for [**] from the termination or expiration of this Agreement with respect to such Confidential Information.

governmental authorities, or except as otherwise necessary to carry out the receiving party's obligations under this Agreement. If a receiving party finds it necessary to disclose such Confidential Information to a third party, the receiving party will not do so without first obtaining the written consent of the disclosing party (which shall not be unreasonably withheld) and entering into an agreement with the third party which binds the third party to the same obligations of restricted use and disclosure as are undertaken by the parties in this Agreement. 4.4 Neither party shall distribute any Confidential Information of the other except to its employees or agents who have a need to know in connection with the performance of their duties in satisfying the obligations of such party hereunder. Any employee or agent who receives Confidential Information shall be advised as to the confidential nature thereof and the prohibitions contained herein. All copies of any portions of any Confidential Information distributed as provided in this section will be identified as confidential. Upon termination of this Agreement, and upon the request of the disclosing party, the receiving party shall return or destroy all such Confidential Information and any copies thereof in its possession, except that each party may retain one copy of Confidential Information solely for archival purposes. 4.5 Termination of this Agreement shall not operate to extinguish either party's obligation to treat Confidential Information as provided herein, and the same shall continue in effect in accordance with this Article for [**] from the termination or expiration of this Agreement with respect to such Confidential Information. 4.6 Nothing contained herein shall be deemed to grant either party, either expressed or implied, a license or other right or interest in the Confidential Information of the other or in any patent, trademark or other similar property of the other, except as expressly provided hereunder. 4.7 Neither party shall use the name of the other, nor disclose the existence of this Agreement for any purpose, without the prior written consent of the other, which shall not be unreasonably withheld or delayed. V. ACTIVE AND COMPONENT SUPPLY 5.1 Active Drug Substance, Commodities and Components. ABBOTT will obtain at its expense Active Drug Substance, Commodities and Components which meets the specifications established in Schedule A. ABBOTT assumes full responsibility and liability for the storage and handling of all Active Drug Substance, Commodities and Components. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

5.2 Commodities. ABBOTT will label and package the Product in accordance with instructions and specifications provided by CEPHALON. ABBOTT will submit to CEPHALON for CEPHALON's approval, which shall not be unreasonably withheld or delayed, artwork proofs of all labels, package inserts and packaging prior to use by ABBOTT. VI. FORECASTS AND ORDERS 6.1 Orders and Forecasts. Upon the execution of this Agreement, ABBOTT shall deliver to CEPHALON or CEPHALON's designee an approximately [**] supply (based on historical usage) of Product, including samples. At the same time, CEPHALON shall provide ABBOTT with a purchase order with CEPHALON's Product requirements, including samples for the [**] period commencing with the month which contains the effective date of this Agreement. CEPHALON shall also provide a forecast of its requirements for Product, including samples, for an additional [**] period following the initial [six (6) month] period. The [**] forecast shall represent CEPHALON's reasonable estimates only, not purchase orders, to facilitate ABBOTT's planning. 6.2 Forecasts Changes and Forecast Updates. On or before the [**] of each month thereafter, CEPHALON shall provide ABBOTT with an additional [**] purchase order to supplement the remaining [**] of firm purchase orders, thereby establishing a new [**] period of purchase orders, and shall provide an updated forecast of its estimated requirements of Product for the [**] succeeding such new

5.2 Commodities. ABBOTT will label and package the Product in accordance with instructions and specifications provided by CEPHALON. ABBOTT will submit to CEPHALON for CEPHALON's approval, which shall not be unreasonably withheld or delayed, artwork proofs of all labels, package inserts and packaging prior to use by ABBOTT. VI. FORECASTS AND ORDERS 6.1 Orders and Forecasts. Upon the execution of this Agreement, ABBOTT shall deliver to CEPHALON or CEPHALON's designee an approximately [**] supply (based on historical usage) of Product, including samples. At the same time, CEPHALON shall provide ABBOTT with a purchase order with CEPHALON's Product requirements, including samples for the [**] period commencing with the month which contains the effective date of this Agreement. CEPHALON shall also provide a forecast of its requirements for Product, including samples, for an additional [**] period following the initial [six (6) month] period. The [**] forecast shall represent CEPHALON's reasonable estimates only, not purchase orders, to facilitate ABBOTT's planning. 6.2 Forecasts Changes and Forecast Updates. On or before the [**] of each month thereafter, CEPHALON shall provide ABBOTT with an additional [**] purchase order to supplement the remaining [**] of firm purchase orders, thereby establishing a new [**] period of purchase orders, and shall provide an updated forecast of its estimated requirements of Product for the [**] succeeding such new [**] period of firm purchase orders. Provided CEPHALON's purchase orders do not exceed ABBOTT's reserve capacity set forth in Schedule E, ABBOTT shall accept all CEPHALON purchase orders and shall supply CEPHALON in accordance with them. CEPHALON can increase or decrease its firm order quantities with ABBOTT's prior agreement and ABBOTT can adjust its shipping quantities with CEPHALON's prior agreement. Both parties shall use their commercially reasonable efforts to accommodate reasonable change requests from the other. VII. PRICE, SHIPMENT AND PAYMENT 7.1 ABBOTT's Responsibilities. ABBOTT will properly prepare the Product so that it may be lawfully and safely shipped to CEPHALON or its designee in the United States. ABBOTT will prepare and execute all reasonably necessary shipping documents, consisting of Packing List, Dangerous Goods Declaration, and MSDS. CEPHALON will choose the carrier by indicating the same on its purchase order provided to ABBOTT. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

7.2 Terms of Shipment. ABBOTT will ship Product F.O.B. ABBOTT's facility. Shipment shall be made by common carrier designated by CEPHALON to the shipping point designated by CEPHALON. If CEPHALON does not designate a common carrier, Abbott may select the common carrier. Risk of loss shall pass from ABBOTT to CEPHALON when the Product is delivered to the common carrier. All transport costs will be borne by CEPHALON. 7.3 Price. ABBOTT shall invoice CEPHALON a toll fee for all Product (except samples and titration packs) delivered at a transfer price equal to [**]. The parties agree that until Cephalon has sold the Product [**], the toll fee payable hereunder shall be as set forth in Schedule D. For samples of Product, including titration packs, ABBOTT shall invoice CEPHALON at a [**]. 7.4 Terms of Payment. CEPHALON will pay ABBOTT the toll fee within thirty (30) days after the date on which CEPHALON receives said invoice from ABBOTT, together with copies of all documentation required for Product release as provided in the Quality Manual. Late payments shall bear interest at the rate of 1 1/2 % per month, or if less, the highest rate permitted under applicable law. 7.5 Audit. ABBOTT and its Affiliates and CEPHALON and its Affiliates will maintain complete and accurate books and records in sufficient detail to enable verification of the Net Sales and other costs hereunder. Upon reasonable prior notice, each party )or its independent public accountants) shall have access to relevant books

7.2 Terms of Shipment. ABBOTT will ship Product F.O.B. ABBOTT's facility. Shipment shall be made by common carrier designated by CEPHALON to the shipping point designated by CEPHALON. If CEPHALON does not designate a common carrier, Abbott may select the common carrier. Risk of loss shall pass from ABBOTT to CEPHALON when the Product is delivered to the common carrier. All transport costs will be borne by CEPHALON. 7.3 Price. ABBOTT shall invoice CEPHALON a toll fee for all Product (except samples and titration packs) delivered at a transfer price equal to [**]. The parties agree that until Cephalon has sold the Product [**], the toll fee payable hereunder shall be as set forth in Schedule D. For samples of Product, including titration packs, ABBOTT shall invoice CEPHALON at a [**]. 7.4 Terms of Payment. CEPHALON will pay ABBOTT the toll fee within thirty (30) days after the date on which CEPHALON receives said invoice from ABBOTT, together with copies of all documentation required for Product release as provided in the Quality Manual. Late payments shall bear interest at the rate of 1 1/2 % per month, or if less, the highest rate permitted under applicable law. 7.5 Audit. ABBOTT and its Affiliates and CEPHALON and its Affiliates will maintain complete and accurate books and records in sufficient detail to enable verification of the Net Sales and other costs hereunder. Upon reasonable prior notice, each party )or its independent public accountants) shall have access to relevant books and records of the other party to conduct a review or audit thereof. Such access shall be available during normal business hours for a period of two (2) years after the termination of this Agreement. VIII. INSPECTION AND ANALYSIS 8.1 Inspection by ABBOTT. ABBOTT will analyze each Product lot for compliance with the Specifications set forth in Schedule A. ABBOTT will send to CEPHALON a certificate of analysis and a certificate of release (together with any other documentation required under the Quality Manual ) prior to, or together with, each shipment of Product. In this regard, ABBOTT agrees to retain all records and documents necessary to fulfill the requirements established by all applicable regulatory agencies. 8.2 Inspection by CEPHALON. CEPHALON or its authorized representative will inspect all shipments upon their receipt and will report any reasonably discernible defects in the Product to ABBOTT [**]. Any defects not reasonably discernible will be reported to ABBOTT by CEPHALON [**]. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

8.3 Non-Conforming Product. If any Product does not meet the warranties set forth in Section 10, as determined by CEPHALON's testing and inspection of the Product, then solely at its option CEPHALON may, as its sole remedy, either (i) require that ABBOTT remanufacture or repackage (as appropriate) said Product at no charge to CEPHALON and pay all round-trip shipping charges to and from the destination of the original shipment, or (ii) be relieved of any obligation to pay ABBOTT the toll fees otherwise payable for the manufacture of said Product, and ABBOTT shall reimburse CEPHALON for the reasonable costs incurred by CEPHALON in properly disposing of such non-conforming Product. Any notice given hereunder shall specify the manner in which the Product fails to conform to the purchase order therefor or fails to meet such warranty or the Specifications. If it is determined that the nonconformity (a) is due to damage to the Product (i) caused by CEPHALON or its agents or (ii) which occurs subsequent to delivery of such Product to the carrier at the point of origin, ABBOTT shall have no liability to CEPHALON with respect thereto and CEPHALON shall pay for such Product in accordance with the terms of this Agreement. 8.4 Independent Testing. If CEPHALON notifies ABBOTT that any Product does not meet the warranties in Section 10, and ABBOTT does not agree with CEPHALON's position, the parties will attempt to reach a mutually acceptable resolution of the dispute. If they are unable to do so after a reasonable period of time (such period not to exceed one month from the date of original notification), the matter will be submitted to an independent testing laboratory acceptable to both parties. Both parties will accept the judgment of the independent laboratory. The cost of such testing will be borne by the party whose position is determined to have

8.3 Non-Conforming Product. If any Product does not meet the warranties set forth in Section 10, as determined by CEPHALON's testing and inspection of the Product, then solely at its option CEPHALON may, as its sole remedy, either (i) require that ABBOTT remanufacture or repackage (as appropriate) said Product at no charge to CEPHALON and pay all round-trip shipping charges to and from the destination of the original shipment, or (ii) be relieved of any obligation to pay ABBOTT the toll fees otherwise payable for the manufacture of said Product, and ABBOTT shall reimburse CEPHALON for the reasonable costs incurred by CEPHALON in properly disposing of such non-conforming Product. Any notice given hereunder shall specify the manner in which the Product fails to conform to the purchase order therefor or fails to meet such warranty or the Specifications. If it is determined that the nonconformity (a) is due to damage to the Product (i) caused by CEPHALON or its agents or (ii) which occurs subsequent to delivery of such Product to the carrier at the point of origin, ABBOTT shall have no liability to CEPHALON with respect thereto and CEPHALON shall pay for such Product in accordance with the terms of this Agreement. 8.4 Independent Testing. If CEPHALON notifies ABBOTT that any Product does not meet the warranties in Section 10, and ABBOTT does not agree with CEPHALON's position, the parties will attempt to reach a mutually acceptable resolution of the dispute. If they are unable to do so after a reasonable period of time (such period not to exceed one month from the date of original notification), the matter will be submitted to an independent testing laboratory acceptable to both parties. Both parties will accept the judgment of the independent laboratory. The cost of such testing will be borne by the party whose position is determined to have been in error. If the Product is determined by said independent laboratory to have been conforming, then the provisions of Section 8.3 hereof shall not apply, and CEPHALON shall not be relieved of its obligations to pay ABBOTT for the production of such Product. IX. REGULATORY MATTERS; REGULATORY FILINGS AND APPROVALS General. ABBOTT shall be responsible for obtaining and maintaining all site licenses for the manufacture of the Product and shall comply on behalf of CEPHALON with other applicable regulations promulgated by, but not limited to, the Food and Drug Administration ("FDA") in connection with ABBOTT's manufacture of the Product. X. REPRESENTATIONS AND WARRANTIES 10.1 General. ABBOTT represents and warrants to CEPHALON that (i) it has and will maintain throughout the pendency of this Agreement, the expertise, with respect to personnel and equipment, to fulfill the obligations established hereunder, and has **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

obtained all requisite material licenses, authorizations and approvals required by federal, state or local government authorities including, but not limited to, the FDA, Environmental Protection Agency ("EPA"), Occupational Safety and Health Administration ("OSHA"), etc. to manufacture the Product; (ii) the production facility, equipment and personnel to be employed to formulate and package the Product will be qualified to manufacture product according to current Good Manufacturing Practices ("cGMP") at the time each such batch of Product is produced, and that the production facility to be employed is in compliance with all applicable material laws and regulations; (iii) there are no pending or uncorrected citations or adverse conditions noted in any inspection of the production facility to be employed which would cause the Product to be misbranded or adulterated within the meaning of the federal Food, Drug and Cosmetic Act, as amended; (iv) the execution, delivery and performance of this Agreement by ABBOTT does not conflict with, or constitute a breach of any order, judgment, agreement, or instrument to which ABBOTT is a party; (v) the execution, delivery and performance of this Agreement by ABBOTT does not require the consent of any person or the authorization of (by notice or otherwise) any governmental or regulatory authority (other than those relating to the granting of approval to commercialize the Product); and (vi) ABBOTT has not been debarred by the United States Food and Drug Administration under the Generic Drug Enforcement Act of 1992 (or by any analogous agency or under any analogous law or regulation), and neither it nor, to its knowledge, any of its officers or directors has ever been convicted of a felony under the laws of the United States for conduct relating to the development or approval of a drug product or

obtained all requisite material licenses, authorizations and approvals required by federal, state or local government authorities including, but not limited to, the FDA, Environmental Protection Agency ("EPA"), Occupational Safety and Health Administration ("OSHA"), etc. to manufacture the Product; (ii) the production facility, equipment and personnel to be employed to formulate and package the Product will be qualified to manufacture product according to current Good Manufacturing Practices ("cGMP") at the time each such batch of Product is produced, and that the production facility to be employed is in compliance with all applicable material laws and regulations; (iii) there are no pending or uncorrected citations or adverse conditions noted in any inspection of the production facility to be employed which would cause the Product to be misbranded or adulterated within the meaning of the federal Food, Drug and Cosmetic Act, as amended; (iv) the execution, delivery and performance of this Agreement by ABBOTT does not conflict with, or constitute a breach of any order, judgment, agreement, or instrument to which ABBOTT is a party; (v) the execution, delivery and performance of this Agreement by ABBOTT does not require the consent of any person or the authorization of (by notice or otherwise) any governmental or regulatory authority (other than those relating to the granting of approval to commercialize the Product); and (vi) ABBOTT has not been debarred by the United States Food and Drug Administration under the Generic Drug Enforcement Act of 1992 (or by any analogous agency or under any analogous law or regulation), and neither it nor, to its knowledge, any of its officers or directors has ever been convicted of a felony under the laws of the United States for conduct relating to the development or approval of a drug product or relating to the marketing or sale of a drug product, and further, to its knowledge, that no individual or firm debarred by any governmental authority will participate in the performance, supervision, management or review of the production of Product supplied to CEPHALON under this Agreement. CEPHALON represents and warrants to ABBOTT that (i) the execution, delivery and performance of this Agreement by CEPHALON does not conflict with, or constitute a breach of any order, judgment, agreement, or instrument to which CEPHALON is a party; and (ii) the execution, delivery and performance of this Agreement by CEPHALON does not require the consent of any person or the authorization of (by notice or otherwise) any governmental or regulatory authority (other than those relating to the granting of approval to commercialize the Product). 10.2 Manufacturing Warranty. ABBOTT warrants that all Products supplied to CEPHALON will be manufactured in accordance with cGMPs and the Quality Manual in effect at the time of manufacture. 10.3 Product Warranty. ABBOTT hereby warrants that all Product delivered to CEPHALON (i) will not be adulterated, misbranded, or otherwise prohibited within the meaning of any national, state or local law or regulation in the **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Territory, (ii) have a current shelf life of not less than [**] months; and (iii) will conform to Specifications as established in Schedule A hereto. 10.4 Warranty Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS ANY WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.. XI. QUALITY CONTROL, RECORDS AND INSPECTIONS 11.1 Product and Component Samples. ABBOTT will maintain a sample of each chemical component (including Active Drug Substance) as required by applicable regulatory standards or as otherwise mutually agreed by CEPHALON and ABBOTT. ABBOTT will be responsible for maintaining retention samples of the Product as may be required by applicable regulatory standards. 11.2 Validation. ABBOTT will validate all process, methods, equipment, utilities, facilities and computers used in the formulation, packaging, storage, testing and release of Product in conformance with all applicable laws and regulations. CEPHALON will have the right to review the results of said validation upon request. 11.3 Quality Compliance. ABBOTT will provide CEPHALON with timely notification of all significant deviations, notes to file, and other deficiencies that may reasonably be expected to impact the quality of the

Territory, (ii) have a current shelf life of not less than [**] months; and (iii) will conform to Specifications as established in Schedule A hereto. 10.4 Warranty Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS ANY WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.. XI. QUALITY CONTROL, RECORDS AND INSPECTIONS 11.1 Product and Component Samples. ABBOTT will maintain a sample of each chemical component (including Active Drug Substance) as required by applicable regulatory standards or as otherwise mutually agreed by CEPHALON and ABBOTT. ABBOTT will be responsible for maintaining retention samples of the Product as may be required by applicable regulatory standards. 11.2 Validation. ABBOTT will validate all process, methods, equipment, utilities, facilities and computers used in the formulation, packaging, storage, testing and release of Product in conformance with all applicable laws and regulations. CEPHALON will have the right to review the results of said validation upon request. 11.3 Quality Compliance. ABBOTT will provide CEPHALON with timely notification of all significant deviations, notes to file, and other deficiencies that may reasonably be expected to impact the quality of the Product, as well as all FDA reports regarding testing, manufacture, packaging or labeling of the Product. 11.4 Manufacturing Records. ABBOTT will maintain complete and accurate records relating to the Product and the manufacture, packaging, labeling and testing thereof for the period required by applicable regulatory standards, and ABBOTT shall provide copies thereof to CEPHALON upon CEPHALON's request. The records shall be subject to audit and inspection under this Article XI. 11.5 Batch Records. Records which include the information relating to the manufacturing, packaging and quality operation for each lot of Product will be prepared by ABBOTT at the time such operations occur. ABBOTT will prepare such records in accordance with cGMP's, the Specifications and the Quality Manual. 11.6 Records Retention. ABBOTT will retain records and documents for periods meeting all applicable regulations of the FDA. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

11.7 Regulatory Inspections. ABBOTT will promptly inform CEPHALON of any contact, inspection or audit by any governmental agency (other than EPA and OSHA inspections), related to or affecting the Product (other than contacts, inspections or audits affecting products generally). ABBOTT will promptly provide CEPHALON with copies of any government-issued inspection observation reports (including without limitation FDA Form 483s and equivalent forms from other regulatory bodies) and agency correspondence, that may reasonably be expected to adversely affect the Product. ABBOTT and CEPHALON will cooperate in resolving any concerns with any governmental agency. ABBOTT will also inform CEPHALON of any action taken by any governmental agency against ABBOTT or any of its officers and employees which may reasonably be expected to adversely affect the Product or ABBOTT's ability to supply Product hereunder within 24 hours after the action is taken. 11.8 CEPHALON Inspections. CEPHALON employees or CEPHALON authorized representatives will have the right during normal business hours, at reasonable intervals and on reasonable prior notice, to conduct [**] inspection per [**], at CEPHALON's sole expense, of ABBOTT's facilities used in the manufacturing, packaging, storage, testing, shipping or receiving of Product Commodities and Components. All such employees and representatives shall be qualified to conduct such inspections, shall be escorted by ABBOTT employees or representatives at all times while at ABBOTT's facility, shall be bound by the same confidentiality obligations as contained herein, and shall abide at all times with ABBOTT's rules and regulations, including without limitation safety rules and regulations. Such inspections may include GMP inspections and system audits. Persons conducting such inspections will have access only to documents, records, reports, data, procedures, facilities,

11.7 Regulatory Inspections. ABBOTT will promptly inform CEPHALON of any contact, inspection or audit by any governmental agency (other than EPA and OSHA inspections), related to or affecting the Product (other than contacts, inspections or audits affecting products generally). ABBOTT will promptly provide CEPHALON with copies of any government-issued inspection observation reports (including without limitation FDA Form 483s and equivalent forms from other regulatory bodies) and agency correspondence, that may reasonably be expected to adversely affect the Product. ABBOTT and CEPHALON will cooperate in resolving any concerns with any governmental agency. ABBOTT will also inform CEPHALON of any action taken by any governmental agency against ABBOTT or any of its officers and employees which may reasonably be expected to adversely affect the Product or ABBOTT's ability to supply Product hereunder within 24 hours after the action is taken. 11.8 CEPHALON Inspections. CEPHALON employees or CEPHALON authorized representatives will have the right during normal business hours, at reasonable intervals and on reasonable prior notice, to conduct [**] inspection per [**], at CEPHALON's sole expense, of ABBOTT's facilities used in the manufacturing, packaging, storage, testing, shipping or receiving of Product Commodities and Components. All such employees and representatives shall be qualified to conduct such inspections, shall be escorted by ABBOTT employees or representatives at all times while at ABBOTT's facility, shall be bound by the same confidentiality obligations as contained herein, and shall abide at all times with ABBOTT's rules and regulations, including without limitation safety rules and regulations. Such inspections may include GMP inspections and system audits. Persons conducting such inspections will have access only to documents, records, reports, data, procedures, facilities, regulatory submissions, and all other information required to be maintained by applicable government regulations relating directly to the Product. ABBOTT shall take appropriate actions to adopt reasonable suggestions of CEPHALON to correct any deficiencies identified by such inspection or audit. In addition, CEPHALON shall have the right to observe from time to time the manufacture, packaging and quality control testing of the Product by ABBOTT. No testing of the Product by CEPHALON and no inspection or audit by CEPHALON of the ABBOTT production facility under this Agreement shall operate as a waiver of or otherwise diminish ABBOTT's responsibility with respect to Product quality under this Agreement. The duration of an audit will be limited to no more than [**] (audits that last over [**] will be charged at ABBOTT's specified FTE rates), and audits may not interfere with ABBOTT's normal operations. XII. COMPLAINTS, ADVERSE EXPERIENCES AND RECALLS **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

12.1 Product Complaints and AE's. CEPHALON shall maintain complaint files with respect to the Product in accordance with cGMPs. ABBOTT will promptly notify CEPHALON by facsimile transmission of all Product complaints and AEs received by ABBOTT within [**] days of its receipt thereof. All such notices shall be sent to the attention of the Director, Medical Affairs at CEPHALON, facsimile number (610) 738-6313. CEPHALON shall promptly provide ABBOTT with copies of any complaints received by CEPHALON relating to the manufacture or packaging of the Product. CEPHALON shall have responsibility for responding to all complaints, and for promptly providing ABBOTT with a copy of any responses to complaints relating to the manufacture or packaging of the Product. CEPHALON or its affiliates shall have responsibility for reporting all complaints relating to the Product to the FDA and any other regulatory authorities, including, but not limited to, complaints relating to the manufacture or packaging of the Product as well as adverse experience (AE) reports. CEPHALON will correspond with complainants as to any complaints associated with Product, whether received during or after the term hereof. ABBOTT will assist CEPHALON in investigating Product complaints relating to the manufacture or packaging of the Product by analyzing Product, manufacturing processes and components to determine the nature and cause of an alleged Product manufacturing defect or alleged Product failure. ABBOTT will also assist CEPHALON in the investigation of any Adverse Experience (AE) reported to either party when such AEs are reasonably believed to be attributable to the manufacture or packaging of the Product. If CEPHALON determines that any reasonable physical, chemical, biological or other evaluation should be conducted in relation to an AE or Product complaint relating to the manufacture or packaging of the Product, ABBOTT will conduct the evaluation and provide CEPHALON with a written report of such evaluation within thirty (30) days from receipt of CEPHALON's written request for same, together with samples of the Product from the relevant lot.

12.1 Product Complaints and AE's. CEPHALON shall maintain complaint files with respect to the Product in accordance with cGMPs. ABBOTT will promptly notify CEPHALON by facsimile transmission of all Product complaints and AEs received by ABBOTT within [**] days of its receipt thereof. All such notices shall be sent to the attention of the Director, Medical Affairs at CEPHALON, facsimile number (610) 738-6313. CEPHALON shall promptly provide ABBOTT with copies of any complaints received by CEPHALON relating to the manufacture or packaging of the Product. CEPHALON shall have responsibility for responding to all complaints, and for promptly providing ABBOTT with a copy of any responses to complaints relating to the manufacture or packaging of the Product. CEPHALON or its affiliates shall have responsibility for reporting all complaints relating to the Product to the FDA and any other regulatory authorities, including, but not limited to, complaints relating to the manufacture or packaging of the Product as well as adverse experience (AE) reports. CEPHALON will correspond with complainants as to any complaints associated with Product, whether received during or after the term hereof. ABBOTT will assist CEPHALON in investigating Product complaints relating to the manufacture or packaging of the Product by analyzing Product, manufacturing processes and components to determine the nature and cause of an alleged Product manufacturing defect or alleged Product failure. ABBOTT will also assist CEPHALON in the investigation of any Adverse Experience (AE) reported to either party when such AEs are reasonably believed to be attributable to the manufacture or packaging of the Product. If CEPHALON determines that any reasonable physical, chemical, biological or other evaluation should be conducted in relation to an AE or Product complaint relating to the manufacture or packaging of the Product, ABBOTT will conduct the evaluation and provide CEPHALON with a written report of such evaluation within thirty (30) days from receipt of CEPHALON's written request for same, together with samples of the Product from the relevant lot. 12.2 Recall Action. If CEPHALON should elect or be required to initiate a Product recall, withdrawal or field correction because of (i) supply by ABBOTT of Product that does not conform to the Specifications and warranties established by this Agreement or (ii) the negligent or intentional wrongful act or omission of ABBOTT, CEPHALON will notify ABBOTT and provide ABBOTT a copy of its recall letter prior to initiation of the recall. ABBOTT will assist CEPHALON (and its designated Affiliate) in an investigation to determine the cause and extent of the problem. All regulatory authority contacts and coordination of any recall activities will be initiated by, and will be the sole responsibility of, CEPHALON. 12.3 Recall Expenses. If any Product is recalled as a result of (i) supply by ABBOTT of Product that does not conform to the warranties contained in Sections 10.1, 10.2 and 10.3 hereof or (ii) the negligent or intentional wrongful act or omission **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

of ABBOTT, then ABBOTT will bear all reasonable costs and expenses of such recall. Recalls for any other reason will be at CEPHALON's sole expense. Notwithstanding the foregoing or any other provision of this Agreement, ABBOTT's aggregate liability with regard to Product recalls shall not exceed the amount of consideration received by ABBOTT from CEPHALON hereunder. 12.4 Recall Records. ABBOTT will maintain complete and accurate records for such periods as may be required by applicable law or regulation. XIII. INSURANCE 13.1 During the term hereof, ABBOTT shall maintain product liability/completed operations insurance, providing coverage of not less than [**] per occurrence and in the aggregate, insuring ABBOTT against all costs, fees, judgments, and liabilities arising out of or alleged to arise out of its obligations and representations and warranties under this Agreement. In addition, ABBOTT will maintain at all times sufficient property casualty insurance to cover the total quantity of Active Drug Substance and Product on hand at its full cost of replacement. ABBOTT will provide to CEPHALON, upon request, evidence of such insurance coverages. ABBOTT further agrees to cause such policies to name CEPHALON as an additional insured at no cost to CEPHALON. 13.2 During the term hereof, CEPHALON agrees to maintain, and upon request, to provide evidence of product

of ABBOTT, then ABBOTT will bear all reasonable costs and expenses of such recall. Recalls for any other reason will be at CEPHALON's sole expense. Notwithstanding the foregoing or any other provision of this Agreement, ABBOTT's aggregate liability with regard to Product recalls shall not exceed the amount of consideration received by ABBOTT from CEPHALON hereunder. 12.4 Recall Records. ABBOTT will maintain complete and accurate records for such periods as may be required by applicable law or regulation. XIII. INSURANCE 13.1 During the term hereof, ABBOTT shall maintain product liability/completed operations insurance, providing coverage of not less than [**] per occurrence and in the aggregate, insuring ABBOTT against all costs, fees, judgments, and liabilities arising out of or alleged to arise out of its obligations and representations and warranties under this Agreement. In addition, ABBOTT will maintain at all times sufficient property casualty insurance to cover the total quantity of Active Drug Substance and Product on hand at its full cost of replacement. ABBOTT will provide to CEPHALON, upon request, evidence of such insurance coverages. ABBOTT further agrees to cause such policies to name CEPHALON as an additional insured at no cost to CEPHALON. 13.2 During the term hereof, CEPHALON agrees to maintain, and upon request, to provide evidence of product liability insurance for and providing coverage of not less than [**] per occurrence and in the aggregate providing a defense for and insuring CEPHALON against all costs, fees, judgments and liabilities arising out of or alleged to arise out of its obligations and representations and warranties under this Agreement. CEPHALON will provide to ABBOTT, upon request, evidence of such insurance coverages. CEPHALON further agrees to cause such policies to name ABBOTT as an additional insured at no cost to ABBOTT. XIV. TRADEMARKS 14.1 ABBOTT shall have the non-exclusive right to use the Trademarks in packaging the Product in connection with fulfilling its obligations hereunder. The rights granted ABBOTT hereunder to use the Trademarks shall in no way affect CEPHALON's ownership of such Trademarks. No other right, title or interest in the Trademarks is established hereby, and nothing herein shall be construed to grant any right or license to ABBOTT to use the CEPHALON trademark or the name CEPHALON, other than as specifically set forth herein. 14.2 ABBOTT will only market the Product using the relevant Trademarks as listed in Schedule A during the term of this Agreement. Upon termination of this **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Agreement, ABBOTT will cease all use of the Trademarks and cancel any license to such Trademarks granted hereunder. 14.3 ABBOTT will use the Trademarks in strict accordance with the instructions given by CEPHALON, and shall refrain from making any changes in connection therewith without first obtaining CEPHALON's written consent. 14.4 In the event of any claim or litigation by a third party against ABBOTT alleging that any of the Trademarks imitates or infringes a trademark of such third party or is invalid, ABBOTT shall promptly give notice of such claims or litigation to CEPHALON and CEPHALON shall assume responsibility for and control of the handling, defense, or settlement thereof. ABBOTT shall cooperate fully with CEPHALON during the pendency of any such claim or litigation, at CEPHALON's expense. CEPHALON shall keep ABBOTT notified of the current status of any trademark claim, litigation or infringement of any of the Trademarks and shall permit ABBOTT to assume the handling, defense or settlement thereof if CEPHALON declines to do so, at ABBOTT's expense. CEPHALON may at any time modify, adopt or withdraw from use any Trademark without any liability to ABBOTT.

Agreement, ABBOTT will cease all use of the Trademarks and cancel any license to such Trademarks granted hereunder. 14.3 ABBOTT will use the Trademarks in strict accordance with the instructions given by CEPHALON, and shall refrain from making any changes in connection therewith without first obtaining CEPHALON's written consent. 14.4 In the event of any claim or litigation by a third party against ABBOTT alleging that any of the Trademarks imitates or infringes a trademark of such third party or is invalid, ABBOTT shall promptly give notice of such claims or litigation to CEPHALON and CEPHALON shall assume responsibility for and control of the handling, defense, or settlement thereof. ABBOTT shall cooperate fully with CEPHALON during the pendency of any such claim or litigation, at CEPHALON's expense. CEPHALON shall keep ABBOTT notified of the current status of any trademark claim, litigation or infringement of any of the Trademarks and shall permit ABBOTT to assume the handling, defense or settlement thereof if CEPHALON declines to do so, at ABBOTT's expense. CEPHALON may at any time modify, adopt or withdraw from use any Trademark without any liability to ABBOTT. XV. INVENTIONS Any inventions, discoveries, improvements, or trade secrets made by ABBOTT in the performance of this Agreement as they may specifically relate to the Product or its manufacture (including any new use or any change in the method of producing, testing or storing the Product) shall be owned by CEPHALON, and ABBOTT shall have a non-exclusive, perpetual, royalty-free worldwide license to use any such invention, discovery, improvement, or trade secret. ABBOTT shall execute such instruments as shall be required to evidence or effectuate the other party's ownership of any such inventions, and shall cooperate upon reasonable request (and at the expense of the requesting party) in the prosecution of patents and other intellectual property rights related to any such invention. XVI. INDEMNIFICATION 16.1 By ABBOTT. ABBOTT will indemnify and hold CEPHALON, its Affiliates, directors, officers, employees, agents, successors, and assigns harmless from any and all liability, damage, loss, cost, or expense (including reasonable attorneys' fees) arising out of third-party claims, which arise from i) ABBOTT's breach of any of the warranties, and representations contained in Article X hereof, or ii) ABBOTT's negligence or other willful misconduct. . 16.2 By CEPHALON. CEPHALON will indemnify and hold ABBOTT, its Affiliates, directors, officers, employees, agents, successors, and assigns harmless from any **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

and all liability, damage, loss, cost, or expense (including reasonable attorneys' fees) arising out of third party claims relating to this Agreement, other than that arising from i) ABBOTT's breach of any of the warranties and representations contained in Article X hereof or ii) ABBOTT's negligence or other willful misconduct. 16.3 By Each Party. In the event that negligence or willful misconduct of both ABBOTT and CEPHALON contribute to any such loss, damage, claim, injury, cost or expense, ABBOTT and CEPHALON will each indemnify and hold harmless the other with respect to that portion of the loss, damage, claim, injury, cost or expense attributable to its negligence or willful misconduct. 16.4 Procedures. In the event that one party receives notice of a claim, lawsuit, or liability for which it is entitled to indemnification by the other party, the party receiving notice shall give prompt notification to the indemnifying party. The party being indemnified shall cooperate fully with the indemnifying party throughout the pendency of the claim, lawsuit or liability, and the indemnifying party shall have complete control over the conduct and disposition of the claim, lawsuit, or liability including the retention of legal counsel engaged to handle such matter.

and all liability, damage, loss, cost, or expense (including reasonable attorneys' fees) arising out of third party claims relating to this Agreement, other than that arising from i) ABBOTT's breach of any of the warranties and representations contained in Article X hereof or ii) ABBOTT's negligence or other willful misconduct. 16.3 By Each Party. In the event that negligence or willful misconduct of both ABBOTT and CEPHALON contribute to any such loss, damage, claim, injury, cost or expense, ABBOTT and CEPHALON will each indemnify and hold harmless the other with respect to that portion of the loss, damage, claim, injury, cost or expense attributable to its negligence or willful misconduct. 16.4 Procedures. In the event that one party receives notice of a claim, lawsuit, or liability for which it is entitled to indemnification by the other party, the party receiving notice shall give prompt notification to the indemnifying party. The party being indemnified shall cooperate fully with the indemnifying party throughout the pendency of the claim, lawsuit or liability, and the indemnifying party shall have complete control over the conduct and disposition of the claim, lawsuit, or liability including the retention of legal counsel engaged to handle such matter. The indemnifying party hereunder will not be liable for any costs associated with the settlement of any claim or action brought against it or the other party unless it has received prior notice of the settlement negotiations and has agreed to the settlement. XVII. LIMITATION OF LIABILITY IN NO EVENT SHALL ABBOTT OR CEPHALON BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES ARISING IN ANY WAY OUT OF THE MANUFACTURE AND SUPPLY OF THE PRODUCT TO THE OTHER HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO THIRD PARTY CLAIMS FOR WHICH THE OTHER PARTY IS INDEMNIFIED HEREUNDER. XVIII. CEPHALON SUPPLY OF PRODUCT TO ABBOTT Upon the termination of this Agreement, Cephalon agrees to negotiate in good faith with Abbott with respect to CEPHALON supplying ABBOTT, ABBOTT Affiliates and ABBOTT sublicensees with their respective requirements of Product and samples for sale, distribution and use outside of the Territory. This provision shall survive the termination of this Agreement. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

XIX. TERMINATION 19.1 Without Cause. Either party may terminate this Agreement, effective on the [**] anniversary of the date hereof or on subsequent [**] anniversary date(s), if applicable, by giving [**] prior written notice to the other party. 19.2 Breach. If either party hereto commits a material breach of any of its obligations hereunder, the nonbreaching party may, at its option, terminate this Agreement by giving the other party at least ninety (90) days prior written notice of its intent to terminate this Agreement, which notice shall specify the breach and the termination date, unless the breaching party cures said breach prior to the specified termination date (or prior to the expiration of a longer period as may be reasonably necessary to cure a breach, provided that the breaching party is making diligent efforts to cure such breach, and provided further that such longer period shall not in any event exceed [**] from the date of notice). 19.3 Insolvency. Either party may terminate this Agreement immediately in its entirety if the other Party files a petition of bankruptcy, is adjudged bankrupt, takes advantage of any insolvency act, or executes a bill of sale, deed of trust, or assignment for the benefit of creditors. 19.4 Survival. The rights and obligations contained in sections covering representations and warranties,

XIX. TERMINATION 19.1 Without Cause. Either party may terminate this Agreement, effective on the [**] anniversary of the date hereof or on subsequent [**] anniversary date(s), if applicable, by giving [**] prior written notice to the other party. 19.2 Breach. If either party hereto commits a material breach of any of its obligations hereunder, the nonbreaching party may, at its option, terminate this Agreement by giving the other party at least ninety (90) days prior written notice of its intent to terminate this Agreement, which notice shall specify the breach and the termination date, unless the breaching party cures said breach prior to the specified termination date (or prior to the expiration of a longer period as may be reasonably necessary to cure a breach, provided that the breaching party is making diligent efforts to cure such breach, and provided further that such longer period shall not in any event exceed [**] from the date of notice). 19.3 Insolvency. Either party may terminate this Agreement immediately in its entirety if the other Party files a petition of bankruptcy, is adjudged bankrupt, takes advantage of any insolvency act, or executes a bill of sale, deed of trust, or assignment for the benefit of creditors. 19.4 Survival. The rights and obligations contained in sections covering representations and warranties, indemnification and confidentiality will survive termination of this Agreement, as will any rights to payment or other rights or obligations that have accrued under this Agreement prior to termination. Termination will not affect the liability of either party by reason of any act, default, or occurrence prior to said termination. 19.5 Transfer. If either party terminates this Agreement, ABBOTT will upon request and at CEPHALON's expense provide reasonable assistance in transferring production of Product to a facility owned by CEPHALON or a third party selected by CEPHALON. 19.6 Return of Product and Components. Upon termination under this Article, ABBOTT shall, at CEPHALON's expense, return promptly to CEPHALON all Product, Active Drug Substance, Commodities, Components and in process materials in its possession on the effective date of termination. CEPHALON shall [**] for all such Product, Active Drug Substance, Commodities, Components and in-process materials. XX. ALTERNATE DISPUTE RESOLUTION **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Any dispute concerning or arising out of this Agreement or concerning the existence or validity hereof, shall be determined by the following procedure. 20.1 Both parties understand and appreciate that their long term mutual interest will be best served by effecting a rapid and fair resolution of any claims or disputes which may arise out of services performed under this contract or from any dispute concerning contract terms. Therefore, both parties agree to use their best efforts to resolve all such disputes as rapidly as possible on a fair and equitable basis. Toward this end both parties agree to develop and follow a process for presenting, rapidly assessing, and settling claims on a fair and equitable basis. 20.2 If any dispute or claim arising under this contract cannot be readily resolved by the parties pursuant to the process described in Section 20.1, the parties agree to refer the matter to a panel consisting of one (1) senior executive employed by each party who is not directly involved in the claim or dispute for review and resolution. A copy of the contract terms, agreed upon facts (and areas of disagreement), and concise summary of the basis for each side's contentions will be provided to both such senior executives who shall review the same, confer, and attempt to reach a mutual resolution of the issue. 20.3 If the matter has not been resolved utilizing the process set forth in this Article XX, and the parties are unwilling to accept the non-binding decision of the panel, either or both parties may elect to pursue resolution

Any dispute concerning or arising out of this Agreement or concerning the existence or validity hereof, shall be determined by the following procedure. 20.1 Both parties understand and appreciate that their long term mutual interest will be best served by effecting a rapid and fair resolution of any claims or disputes which may arise out of services performed under this contract or from any dispute concerning contract terms. Therefore, both parties agree to use their best efforts to resolve all such disputes as rapidly as possible on a fair and equitable basis. Toward this end both parties agree to develop and follow a process for presenting, rapidly assessing, and settling claims on a fair and equitable basis. 20.2 If any dispute or claim arising under this contract cannot be readily resolved by the parties pursuant to the process described in Section 20.1, the parties agree to refer the matter to a panel consisting of one (1) senior executive employed by each party who is not directly involved in the claim or dispute for review and resolution. A copy of the contract terms, agreed upon facts (and areas of disagreement), and concise summary of the basis for each side's contentions will be provided to both such senior executives who shall review the same, confer, and attempt to reach a mutual resolution of the issue. 20.3 If the matter has not been resolved utilizing the process set forth in this Article XX, and the parties are unwilling to accept the non-binding decision of the panel, either or both parties may elect to pursue resolution through litigation, or other legal remedies available to the parties. XXI. MISCELLANEOUS 21.1 Headings. The headings and captions used herein are for the convenience of the parties only and are not to be construed to define, limit or affect the construction or interpretation hereof. 21.2 Severability. In the event that any provision of this Agreement is found to be invalid or unenforceable, then the offending provision shall not render any other provision of this Agreement invalid or unenforceable, and all other provisions shall remain in full force and effect and shall be enforceable, unless the provisions which have been found to be invalid or unenforceable shall substantially affect the remaining rights or obligations granted or undertaken by either party. 21.3 Entire Agreement. This Agreement, including all those Schedules appended hereto, contains the entire agreement of the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings or conditions (whether oral or written) regarding the same. Further, this Agreement may not **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

be changed, modified, amended or supplemented except by a written instrument signed by both parties. 21.4 Assignability. This Agreement and the rights hereunder may not be assigned or transferred by either party without the prior written consent of the other party, provided however, that either party may assign this Agreement to an Affiliate, and provided further that in the event of a merger, acquisition or sale of substantially all of the assets of either party, the rights and obligations of such party under this Agreement may be assigned to the survivor or purchaser in that transaction. In the event that this Agreement is assigned, it shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 21.5 Further Assurances. Each party hereto agrees to execute, acknowledge and deliver such further instruments, and to take such other actions, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement. 21.6 Waiver. The waiver by either party of a breach of any provisions contained herein shall be effective only if made in writing and shall in no way be construed as a waiver of any succeeding breach of such provision or the waiver of the provision itself.

be changed, modified, amended or supplemented except by a written instrument signed by both parties. 21.4 Assignability. This Agreement and the rights hereunder may not be assigned or transferred by either party without the prior written consent of the other party, provided however, that either party may assign this Agreement to an Affiliate, and provided further that in the event of a merger, acquisition or sale of substantially all of the assets of either party, the rights and obligations of such party under this Agreement may be assigned to the survivor or purchaser in that transaction. In the event that this Agreement is assigned, it shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 21.5 Further Assurances. Each party hereto agrees to execute, acknowledge and deliver such further instruments, and to take such other actions, as may be necessary or appropriate in order to carry out the purposes and intent of this Agreement. 21.6 Waiver. The waiver by either party of a breach of any provisions contained herein shall be effective only if made in writing and shall in no way be construed as a waiver of any succeeding breach of such provision or the waiver of the provision itself. 21.7 Force Majeure. A party shall not be liable for nonperformance or delay in performance (other than of obligations regarding any payments or of confidentiality) caused by any event reasonably beyond the control of such party including, without limitation, wars, hostilities, revolutions, riots, civil disturbances, national emergencies, strikes, lockouts, unavailability of supplies, epidemics, fires, floods, earthquakes, other forces of nature, explosions, embargoes, or any other Acts of God, or any laws, proclamations, regulations, ordinances, or other acts or orders of any court, government or governmental agency. Any occurrence of Force Majeure shall be reported promptly to the other party. A party whose performance has been excused will perform such obligation as soon as is reasonably practicable after the termination or cessation of such event or circumstance. 21.8 Remedies. Each party agrees and acknowledges that its disclosure of Confidential Information in breach of this Agreement may cause irreparable harm to other party, and therefore that any such breach or threatened breach may entitle such party to injunctive relief, in addition to any other legal remedies available in a court of competent jurisdiction. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

21.9 Governing Law. This Agreement shall in all respects be construed and enforced in accordance with the law of the State of Illinois. 21.10 Independent Contractors. The parties are independent contractors under this Agreement. Nothing contained in this Agreement is to be construed so as to constitute CEPHALON and ABBOTT as partners, agents or employees of the other, including with respect to this Agreement. Neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of, or in the name of, the other party or to bind the other party to any contract, agreement or undertaking with any third party unless expressly so authorized in writing by the other party. 21.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered and shall have the force and effect of an original. 21.12 Notices. Except as set forth in Section 12.1 above, or as otherwise stated herein, all notices, consents or approvals required by this Agreement shall be in writing and sent by certified or registered air mail, postage prepaid or by facsimile or cable (confirmed by such certified or registered mail) to the parties at the following addresses or such other addresses as may be designated in writing by the respective parties. Notices shall be deemed effective on the date of mailing. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

21.9 Governing Law. This Agreement shall in all respects be construed and enforced in accordance with the law of the State of Illinois. 21.10 Independent Contractors. The parties are independent contractors under this Agreement. Nothing contained in this Agreement is to be construed so as to constitute CEPHALON and ABBOTT as partners, agents or employees of the other, including with respect to this Agreement. Neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of, or in the name of, the other party or to bind the other party to any contract, agreement or undertaking with any third party unless expressly so authorized in writing by the other party. 21.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be considered and shall have the force and effect of an original. 21.12 Notices. Except as set forth in Section 12.1 above, or as otherwise stated herein, all notices, consents or approvals required by this Agreement shall be in writing and sent by certified or registered air mail, postage prepaid or by facsimile or cable (confirmed by such certified or registered mail) to the parties at the following addresses or such other addresses as may be designated in writing by the respective parties. Notices shall be deemed effective on the date of mailing. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

If to CEPHALON: Sr. Director, Technical Operations CEPHALON, Inc. 145 Brandywine Parkway West Chester, PA 19380-4245 Facsimile: (610) 738-6640 All ABBOTT invoices and/or charges in billing should be directed to the Accounting Department at: CEPHALON, Inc. 145 Brandywine Parkway West Chester, PA 19380-4245 Attention: Accounts Payable If to ABBOTT: Abbott Laboratories 100 Abbott Park Road Abbott Park, IL 60064-6049 Facsimile: All CEPHALON purchase orders shall be sent to: Abbott Laboratories PPD Manufacturing Services Dept. 53T, Building A-3 1401 Sheridan Dr. North Chicago, IL 60064-6321 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been

If to CEPHALON: Sr. Director, Technical Operations CEPHALON, Inc. 145 Brandywine Parkway West Chester, PA 19380-4245 Facsimile: (610) 738-6640 All ABBOTT invoices and/or charges in billing should be directed to the Accounting Department at: CEPHALON, Inc. 145 Brandywine Parkway West Chester, PA 19380-4245 Attention: Accounts Payable If to ABBOTT: Abbott Laboratories 100 Abbott Park Road Abbott Park, IL 60064-6049 Facsimile: All CEPHALON purchase orders shall be sent to: Abbott Laboratories PPD Manufacturing Services Dept. 53T, Building A-3 1401 Sheridan Dr. North Chicago, IL 60064-6321 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed as of the date first above written. CEPHALON, INC.
By: /s/ Frank Baldino, Jr. ------------------------------------

ABBOTT LABORATORIES

By: /s/ Arthur J. Higgins ------------------------------------**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

IN WITNESS WHEREOF, the undersigned parties have caused this Agreement to be executed as of the date first above written. CEPHALON, INC.
By: /s/ Frank Baldino, Jr. ------------------------------------

ABBOTT LABORATORIES

By: /s/ Arthur J. Higgins ------------------------------------**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule A Active Drug Substance, Commodities and Components Specifications The parties have agreed upon all those applicable specifications for the Active Drug Substance, Commodities and Components as set forth in the following documents. The parties shall agree upon any modifications to any such specifications. [**] TRADEMARKS [GRAPHIC OMITTED][GRAPHIC OMITTED] Gabitril(R) Cephalon(R) **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule B Form of Quality Manual ABBOTT LABORATORIES [GRAPHIC OMITTED]
PHARMACEUTICAL PRODUCTS DIVISION GENERAL PRACTICE DOCUMENT GP. 0074 -------------------------------------------------------------------------------ISSUE DATE SUPERCEDES PAGE 1

Schedule A Active Drug Substance, Commodities and Components Specifications The parties have agreed upon all those applicable specifications for the Active Drug Substance, Commodities and Components as set forth in the following documents. The parties shall agree upon any modifications to any such specifications. [**] TRADEMARKS [GRAPHIC OMITTED][GRAPHIC OMITTED] Gabitril(R) Cephalon(R) **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule B Form of Quality Manual ABBOTT LABORATORIES [GRAPHIC OMITTED]
PHARMACEUTICAL PRODUCTS DIVISION GENERAL PRACTICE DOCUMENT GP. 0074 -------------------------------------------------------------------------------ISSUE DATE SUPERCEDES 05/08/2000 07/15/1999 -------------------------------------------------------------------------------PAGE 1

TITLE QUALITY MANUAL TEMPLATE FOR PRODUCTS MANUFACTURED FOR THIRD PARTY REFERENCE DOCUMENTS N/A DISTRIBUTION
N/A -------------------------------------------------------------------------------NC PLANT QA/QC API PLANT QA/QC AP16 PLANT QA/QC NAME: DATE: L. GUTIERREZ 03/02/2000 QA DOCUMENTATION N. MALDONADO 02/16/2000 PARD J. BURNS 02/24/2000 MFG SVCS

Schedule B Form of Quality Manual ABBOTT LABORATORIES [GRAPHIC OMITTED]
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TITLE QUALITY MANUAL TEMPLATE FOR PRODUCTS MANUFACTURED FOR THIRD PARTY REFERENCE DOCUMENTS N/A DISTRIBUTION
N/A -------------------------------------------------------------------------------NC PLANT QA/QC API PLANT QA/QC AP16 PLANT QA/QC NAME: DATE: L. GUTIERREZ 03/02/2000 QA DOCUMENTATION NAME: DATE: R. HSU-BEISCHER 05/01/2000 SUPPLIER QA NAME: E. SHADA N. MALDONADO 02/16/2000 PARD P. KLEMENS 04/24/2000 VALIDATION C. JAMROG J. BURNS 02/24/2000 MFG SVCS A. ROSENSTON 03/06/2000 DIV QA A. SCOTT

DATE: 02/11/2000 04/19/2000 04/14/2000 --------------------------------------------------------------------------------

ATTACHMENTS COMPUTERIZED A-3 APPLICABLE DOCUMENTS GP.0086 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

[GRAPHIC OMITTED]

ABBOTT LABORATORIES

[GRAPHIC OMITTED]

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I. PURPOSE To establish a procedure for Quality Manual preparation and revision. II. SCOPE This practice applies to all marketed products manufactured by Abbott Laboratories for a Third Party. III. DEFINITION A Quality Manual is a controlled document, the purpose of which is to address and delineate the responsibilities between contracting parties. The contents are specific as to products, packages, services, and Contractors to the Pharmaceutical Products Division (PPD), Abbott Laboratories. IV. PROCEDURE A. A Quality Manual shall be established between Abbott Laboratories and a Third Party when Abbott Laboratories is acting as a contractor and is contracted to manufacture, package, or supply product support for a product or an intermediate step of manufacturing. B. When establishing a Quality Manual, a template (Attachment A) should be used as a guideline. Note, that the information and wording in the template is not absolute but illustrates information and issues that need to be discussed when developing the working relationship between Abbott Laboratories and the Third Party. Attachment A - Abbott Laboratories as the manufacturing company and a Third Party as the contracting company. C. Once the Quality Manual has been drafted by Abbott Laboratories and verbally agreed upon by both parties, the Quality Manual shall obtain written approval via PPD's document change control process (GP.0086, Initiation, Review, and Approval of Division Document Change Requests). **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

[GRAPHIC OMITTED]

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IV. PROCEDURE (Cont.) D. Approved Quality Manuals shall be registered and released into DMS by PPD QA Documentation (D-44T). E. Any subsequent changes/updates to a Quality Manual shall route for approval via PPD's document change control process (GP.0086). V. ANNUAL REVIEW Quality Manuals will be reviewed for current applicability by PPD Manufacturing Services (D-554), in conjunction with the Third Party, on an annual basis. A record of this review will be kept in the Quality Manual file in QA Documentation (D-44T). **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

[GRAPHIC OMITTED] ABBOTT LABORATORIES PHARMACEUTICAL PRODUCTS DIVISION
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ATTACHMENT A-3 TABLE OF CONTENTS I. PURPOSE II. SCOPE III. QUALITY AGREEMENT IV. POLICIES AND PROCEDURES A. Document Control 1. Product Specification

[GRAPHIC OMITTED] ABBOTT LABORATORIES PHARMACEUTICAL PRODUCTS DIVISION
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ATTACHMENT A-3 TABLE OF CONTENTS I. PURPOSE II. SCOPE III. QUALITY AGREEMENT IV. POLICIES AND PROCEDURES A. Document Control 1. Product Specification 2. Testing and Sampling Specification 3. Packaging and Labeling Specifications 4. Batch Record 5. Specification Approval 6. Document Distribution 7. Compendial Compliance 8. Filing Requirements 9. DMF Requirements 10. Annual Update Requirements B. Materials 1. Third Party Controlled Material (if applicable) 2. Printed Material (if applicable) C. Specifications, Sampling, Testing, & Release of Product D. Validation E. Environment 1. Storage Conditions 2. Controlled Drug Requirements 3. Environmental Monitoring F. Stability G. File Samples **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been

**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

[GRAPHIC OMITTED]

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-------------------------------------------------------------------------------ISSUE DATE SUPERCEDES 05/08/2000 07/15/1999 -------------------------------------------------------------------------------H. I. J. Deviations Nonconformances Reinspection

**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

[GRAPHIC OMITTED] ABBOTT LABORATORIES PHARMACEUTICAL PRODUCTS DIVISION
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ATTACHMENT A-3 (Cont.) TABLE OF CONTENTS (Cont.) IV. POLICIES AND PROCEDURES (Cont.) K. Reprocessing and Rework L. Audits and Monitoring M. Annual Product Review N. Product Complaints O. Shipping Instructions V. APPENDIX A. Key Contact Information

[GRAPHIC OMITTED]

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-------------------------------------------------------------------------------ISSUE DATE SUPERCEDES 05/08/2000 07/15/1999 -------------------------------------------------------------------------------H. I. J. Deviations Nonconformances Reinspection

**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

[GRAPHIC OMITTED] ABBOTT LABORATORIES PHARMACEUTICAL PRODUCTS DIVISION
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ATTACHMENT A-3 (Cont.) TABLE OF CONTENTS (Cont.) IV. POLICIES AND PROCEDURES (Cont.) K. Reprocessing and Rework L. Audits and Monitoring M. Annual Product Review N. Product Complaints O. Shipping Instructions V. APPENDIX A. Key Contact Information B. Product Description C. Definitions

[GRAPHIC OMITTED] ABBOTT LABORATORIES PHARMACEUTICAL PRODUCTS DIVISION
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ATTACHMENT A-3 (Cont.) TABLE OF CONTENTS (Cont.) IV. POLICIES AND PROCEDURES (Cont.) K. Reprocessing and Rework L. Audits and Monitoring M. Annual Product Review N. Product Complaints O. Shipping Instructions V. APPENDIX A. Key Contact Information B. Product Description C. Definitions **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

[GRAPHIC OMITTED] ABBOTT LABORATORIES PHARMACEUTICAL PRODUCTS DIVISION
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ATTACHMENT A-3 (Cont.)

[GRAPHIC OMITTED] ABBOTT LABORATORIES PHARMACEUTICAL PRODUCTS DIVISION
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ATTACHMENT A-3 (Cont.) I. PURPOSE The Quality Manual defines a working agreement between Abbott Laboratories Pharmaceutical Products Division (PPD) and [TP NAME], to establish quality program requirements and delineate quality control responsibilities to assure that any product manufactured by PPD is processed by procedures which meet [TP NAME] specifications and applicable government regulations, including the current Code of Federal Regulations, Current Good Manufacturing Practices for the Manufacture, Processing, Packing, or Holding of Drugs, and as defined in applicable Supply Agreements. II. SCOPE This Quality Manual applies to all contract operations at Abbott Laboratories for [TP NAME], for (PRODUCT DESCRIPTION, e.g., oral dosage form soft elastic gelatin capsule). III. QUALITY AGREEMENT The policies and procedures stated herein shall be adhered to in the supply of and processing of drug products by Abbott Laboratories and [TP NAME]. [TP NAME] shall notify PPD Supplier Quality Assurance whenever there is a significant change in management or company ownership. IV. POLICIES AND PROCEDURES A. Document Control 1. Production Specifications The "production" specifications are the documents which specify the manufacturing and/or finishing instructions and related bills of material used in the production process. These production specifications are developed and/or approved by ABBOTT LABORATORIES and [TP NAME] using [TP NAME] master formulas and technical support. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

[GRAPHIC OMITTED] ABBOTT LABORATORIES PHARMACEUTICAL PRODUCTS DIVISION
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ATTACHMENT A-3 (Cont.) IV. POLICIES AND PROCEDURES (Cont.) A. Document Control (Cont.) 2. Testing and Sampling Specifications The "testing and sampling" specifications are the documents which specify the testing procedures and the sampling instructions necessary to evaluate a commodity, material or product against applicable acceptance/release requirements within PPD testing facilities and laboratories. These testing and sampling specifications are developed and/or approved by ABBOTT LABORATORIES and [TP NAME]. 3. Packaging and Labeling Specifications The "packaging and labeling" specifications are the documents which describe the labeling artwork and commodity specifications and drawings used in the finishing of the product. These packaging and labeling specifications are developed and/or approved by ABBOTT LABORATORIES and [TP NAME]. 4. Batch Record Batch Records will be maintained by the appropriate organizational unit within ABBOTT LABORATORIES. Batch Records are available on site for inspection and review by [TP NAME] and/or its agents. 5. Specification Approval Specification initiation or revision that affects the scientific or technical content requires approval before proposed changes are implemented. This applies to manufacturing, finishing, testing, storage, labeling of the product as well as any changes to the material specification for component and finished product. Editorial or format changes to applicable specifications, not affecting the scientific/technical content or intent of the specification, will not require approval by [TP NAME]. Those documents requiring [TP NAME] approval are as follows: **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

[GRAPHIC OMITTED] ABBOTT LABORATORIES PHARMACEUTICAL PRODUCTS DIVISION
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ATTACHMENT A-3 (Cont.) IV. POLICIES AND PROCEDURES (Cont.) A. Document Control (Cont.) 5. Specification Approval (Cont.)
S43D S43MI S43CO S43Y S43T S41 S02 S03 S42 PCA PSCN Manufacturing Directions (FDA Document) Manufacturing Instructions Coating Specifications Drying Specifications Technical Specifications Acceptance/Release Specifications for Final Product Printed Commodity Specifications Drug Code Specifications Standard Test Method for Final Product Primary Container Approval Printed Supplies Control Notice

Document Change Requests (CR) will be forwarded to [TP NAME] via appropriate mail or facsimile. When [TP NAME] initiates a change request on an applicable specification, PPD QAD shall be provided the proposed specification and appropriate documentation which summarizes and justifies each change. 6. Documentation Distribution [TP NAME] shall be on distribution for all applicable specification documents used in the manufacturing/ finishing/release of the product and in the acceptance of raw materials going into the finished product. On a quarterly basis, [TP NAME] will be provided a list of distributed specifications to verify receipt of most current version. ABBOTT LABORATORIES shall be on distribution for [TP NAME] drug product acceptance/release specifications to maintain consistency between the two facilities. 7. Compendial Compliance Compliance to compendial requirements is the responsibility of both [TP NAME] and ABBOTT LABORATORIES. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

[GRAPHIC OMITTED] ABBOTT LABORATORIES

[GRAPHIC OMITTED] ABBOTT LABORATORIES PHARMACEUTICAL PRODUCTS DIVISION
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ATTACHMENT A-3 (Cont.) IV. POLICIES AND PROCEDURES (Cont.) A. Document Control (Cont.) 8. Filing Requirements [TP NAME] is the owner of the product and is responsible for annual reports and any other regulatory filings. During the Preapproval Inspection/Postapproval Inspection, representatives from both [TP NAME] and ABBOTT LABORATORIES shall be present. 9. DMF Requirements (Use as Applicable) ABBOTT LABORATORIES shall maintain a Drug Master File. Written authorization granting permission to reference the Master File shall be given to [TP NAME], if requested. 10. Annual Update Requirements (Use as Applicable) ABBOTT LABORATORIES shall, upon request, provide [TP NAME] with product related documentation for the purpose of updating regulatory information. B. Materials All materials supplied by ABBOTT LABORATORIES for use in the product(s) covered by this manual, will be purchased, received, inspected, stored, and handled in accordance with ABBOTT LABORATORIES' standard operating procedures. All materials shall be in accordance with the approved specifications or approved nonconforming material reports (NCMR). ABBOTT LABORATORIES shall maintain an approved supplier list in accordance with ABBOTT LABORATORIES' procedures. [TP NAME] approval will be required for any supplier change for materials used in [TP NAME] products. Abbott will make the following information available upon request: Material Name Supplier Name Manufacturing Location **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

[GRAPHIC OMITTED] ABBOTT LABORATORIES PHARMACEUTICAL PRODUCTS DIVISION

[GRAPHIC OMITTED] ABBOTT LABORATORIES PHARMACEUTICAL PRODUCTS DIVISION
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ATTACHMENT A-3 (Cont.) IV. POLICIES AND PROCEDURES (Cont.) B. Materials (Cont.) 1. [TP NAME] Controlled Material (if applicable) Materials controlled by [TP NAME] may be supplied by [TP NAME] to ABBOTT LABORATORIES in accordance with the specifications. If such material is not sourced from an ABBOTT LABORATORIES approved supplier, then [TP NAME] shall be responsible to maintain an Approved Supplier List for each source specified by [TP NAME]. If suppliers of code materials or product contact commodities are not specified by Abbott Laboratories, [TP NAME] shall provide Abbott Laboratories an annual certification that an acceptable supplier evaluation has been completed which includes documentation that compliance to cGMP and [TP NAME] requirements is acceptable. ABBOTT LABORATORIES must be notified if [TP NAME] changes suppliers of raw materials or product contact commodities that they are supplying. ABBOTT LABORATORIES will not be required to receive materials from any source which it feels will or may have a negative impact on its operation. 2. Printed Material (if applicable) [TP NAME] shall be responsible for and shall provide ABBOTT LABORATORIES all copy content, artwork, and mechanicals for all printed materials associated with the product. This includes but is not limited to container labels, containers, cartons, package inserts, and promotional material. [TP NAME] shall be responsible for compliance with all federal, state, and local regulations concerning packaging and labeling materials and for obtaining any necessary regulatory approvals of printed materials, artwork, and copy. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

[GRAPHIC OMITTED] ABBOTT LABORATORIES PHARMACEUTICAL PRODUCTS DIVISION
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ATTACHMENT A-3 (Cont.) IV. POLICIES AND PROCEDURES (Cont.) C. Specifications, Sampling, Testing, & Release of Product [TP NAME] shall supply ABBOTT LABORATORIES with all in-process and final product release specifications including acceptance limits for each required test and any appropriate test methods and supporting test method validation. All test methodologies will be validated. For those procedures which appear in the current USP/NF or other recognized standard reference, a statement indicating the reference shall suffice. For those test methods which are developed by ABBOTT LABORATORIES, documentation supporting the validation of the test method shall be supplied, upon request, to [TP NAME]. For those test methods developed by [TP NAME], [TP NAME] shall supply ABBOTT LABORATORIES with the supporting validation documentation. Upon review of Abbott Laboratories' data, [TP NAME] will provide Abbott Laboratories' with written authorization verifying Abbott Laboratories ability to perform such tests. Each lot of product manufactured or packaged by ABBOTT LABORATORIES will be sampled and tested in accordance with established Abbott Laboratories specifications. A Certificate of Analysis (COA)or applicable documentation shall be provided to [TP NAME] at (address of [TP NAME]) by ABBOTT LABORATORIES. The COA or equivalent will be generated upon completion of all testing requirements. The COA or equivalent shall contain the items tested, corresponding acceptance criteria, and test results. [TP NAME] is responsible for the approval and release of all bulk or packaged product after review of Certificate of Analysis. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

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ATTACHMENT A-3 (Cont.) IV. POLICIES AND PROCEDURES (Cont.) D. Validation Process, cleaning, equipment, facilities, utilities and computer validation protocols unique to [TP NAME] products shall be developed by [TP NAME] and ABBOTT LABORATORIES. Protocols shall be agreed upon and approved by both parties. ABBOTT LABORATORIES shall perform process and cleaning validations using lots of manufactured drug product. ABBOTT LABORATORIES shall maintain original validation reports and protocols according to Abbott Laboratories procedure and provide a copy of the validation reports and protocols to [TP NAME]. [TP NAME] shall be notified of any proposed process changes. The need for revalidation will be determined by ABBOTT LABORATORIES and [TP NAME]. The protocol shall be agreed upon and approved by both parties. E. Environment (Use sections which apply) 1. Storage Conditions Drugs and drug products are to be stored in a secure area, protected from extremes in temperature and humidity in accordance with environmental requirements specified by [TP NAME]. 2. Controlled Drug Requirements Controlled Drugs are to be manufactured, processed, and secured as outlined in the CFR or other applicable local regulations. Policies and procedures controlling storing and manufacturing of controlled drug shall be approved by [TP NAME]. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

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ATTACHMENT A-3 (Cont.) IV. POLICIES AND PROCEDURES (Cont.) E. Environment (Use sections which apply) (Cont.) 3. Environmental Monitoring Where particulate and/or microbial levels are required for the drug product, then the facilities used during the manufacturing and packaging process shall be monitored for these factors. ABBOTT LABORATORIES will be responsible for the establishment and institution of a monitoring program to assure that the drug product will meet the required particulate and microbial levels and shall provide [TP NAME] with access to the records obtained from this monitoring program. F. Stability [TP NAME] or ABBOTT LABORATORIES (choose one) shall be responsible for stability testing (expand as needed). G. File Samples Abbott Laboratories shall be responsible for obtaining, maintaining, and examining drug substance and drug product file samples for released product as defined in Good Manufacturing Practices. Abbott Laboratories PPD shall retain samples of materials and product which is finished by Abbott Laboratories as specified in the Abbott Sampling Plan Specification. Abbott Laboratories shall notify [TP NAME] if any non standard conditions exists. H. Deviations A deviation will be used to document any change from the approved manufacturing directions or test method. Any deviation or variance must be documented and justified in writing. Deviations shall require Abbott Laboratories and [TP NAME] approval according to company policy before release/acceptance of any material. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

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ATTACHMENT A-3 (Cont.) IV. POLICIES AND PROCEDURES (Cont.) H. Deviations (Cont.) [TP NAME] approval shall be obtained in writing (fax confirmation is acceptable) for any deviation per Abbott Laboratories standard procedures. The deviation will become part of the permanent batch record. I. Nonconformances Material or product not meeting established specifications are to be handled as nonconformances and documented as such, based on ABBOTT LABORATORIES standard procedures. Actions taken to investigate the nonconformance and to justify the release of the lot of material must be fully documented. The nonconformance document (i.e., NCMR) will be approved by both ABBOTT LABORATORIES and [TP NAME] as stated below. The approved document will become the specification for the release of that specific lot of material. Any resulting corrective actions shall be followed through to timely closure. Approval by the appropriate Quality Assurance functions are solicited and obtained via facsimile copy.
-----------------------------------------------------------------Nonconformance Approval Requirements -----------------------------------------------------------------Finished Product [TP NAME] and ABBOTT LABORATORIES -----------------------------------------------------------------Raw Materials sourced and used ABBOTT LABORATORIES. by ABBOTT LABORATORIES -----------------------------------------------------------------Drug Substance and Raw Materials [TP NAME] and ABBOTT sourced by [TP NAME] to be used LABORATORIES by ABBOTT LABORATORIES. ------------------------------------------------------------------

**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

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ATTACHMENT A-3 (Cont.) IV. POLICIES AND PROCEDURES (Cont.) J. Reinspection A reinspection is performed under conditions where product quality requires reverification. The reinspection work shall be approved and performed by ABBOTT LABORATORIES according to established procedures. The reinspection work must be documented to state reasons, justification, directions for, and results of reinspection. K. Reprocessing and Rework Reprocessing and rework activity must be approved by both ABBOTT LABORATORIES and [TP NAME]. Reprocessing and rework directions must be established to define the process. If the product is part of a regulatory filing, reprocessing parameters must have been developed and submitted with filing prior to approval. Reprocessing and/or rework of material or product must be documented to state reason and justification for processing. L. Audits and Monitoring Except with respect to information and operations which constitute ABBOTT LABORATORIES trade secrets, the [TP NAME] shall have the right to inspect ABBOTT LABORATORIES batch records and the portions of ABBOTT LABORATORIES facility used for the manufacturing, finishing, holding, and testing of [TP NAME] drug products. Audit visits are to be arranged with the Quality function of the manufacturing facility to be audited. Responses to observations written as the result of auditing activities shall be forwarded to the auditing company within 30 days from their issuance. ABBOTT LABORATORIES shall notify [TP NAME] within a reasonable amount of time of any FDA or other applicable regulatory agencies' (e.g., DEA) inspections which are related to the product, and shall provide copies of any relevant 483(s) (inspection observation report) and correspondence as related to the production of [TP NAME] product(s). ABBOTT LABORATORIES is responsible for compliance to all Federal, State, and Local laws and regulations as they apply to ABBOTT LABORATORIES' business. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

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ATTACHMENT A-3 (Cont.) IV. POLICIES AND PROCEDURES (Cont.) M. Annual Product Review [TP NAME] shall be responsible for evaluating the quality standards of the drug product to determine the need for changes in the drug product specifications of manufacturing or control records in accordance with Good Manufacturing Practices as required. An annual product review is documented based on [TP NAME] policy. (Indicate product review schedule.) ABBOTT LABORATORIES shall provide [TP NAME] access to batch records on (product name and list numbers) for each lot of drug product including data analysis and summary of exception documentation. N. Product Complaints Complaints files, as required by Good Manufacturing Practices, shall be maintained by [TP NAME]. All complaints received by ABBOTT LABORATORIES shall be forwarded to [TP NAME]. [TP NAME] shall be responsible for the review of the complaint to determine the need for an investigation as specified in applicable regulations or the need to report to a regulatory agency. [TP NAME] shall send to ABBOTT LABORATORIES all product performance or manufacturing related complaints (nonmedical) and medical complaints. ABBOTT LABORATORIES shall if requested by [TP NAME] conduct an investigation for each nonmedical complaint and shall report the findings and follow-up of each investigation to [TP NAME]. [TP NAME] shall make these complaint files available to ABBOTT LABORATORIES onsite or electronically within one business day if they are required during a regulatory agency inspection. O. Shipping Instructions Abbott Laboratories will control and coordinate all shipping activity unless specified by [TP NAME]. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

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ATTACHMENT A-3 (Cont.) V. APPENDIX A. Key Contact Information
ABBOTT LABORATORIES -------------------------------------------------------------------------------TITLE INDIVIDUAL PHONE FAX -------------------------------------------------------------------------------Mfg. Services Mgr. -------------------------------------------------------------------------------Schedules & Forecasts -------------------------------------------------------------------------------Analytical Laboratory -------------------------------------------------------------------------------Plant Quality AP: NC: API: -------------------------------------------------------------------------------Quality Assurance Documentation Label Dev Control -------------------------------------------------------------------------------Certs & File Samples -------------------------------------------------------------------------------Product Complaints -------------------------------------------------------------------------------PARD -------------------------------------------------------------------------------Stability -------------------------------------------------------------------------------Validation --------------------------------------------------------------------------------

**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

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ATTACHMENT A-3 (Cont.) V. APPENDIX (Cont.) A. Key Contact Information (Cont.)
[TP NAME] -------------------------------------------------------------------------------TITLE INDIVIDUAL PHONE FAX -------------------------------------------------------------------------------Schedules & Forecasts -------------------------------------------------------------------------------Product Complaints -------------------------------------------------------------------------------Medical -------------------------------------------------------------------------------Labeling -------------------------------------------------------------------------------Regulatory -------------------------------------------------------------------------------Operations -------------------------------------------------------------------------------Technical -------------------------------------------------------------------------------Documentation -------------------------------------------------------------------------------Quality --------------------------------------------------------------------------------

B. Product Description Products currently being manufactured by ABBOTT LABORATORIES for [TP NAME].
Abbott List ---Number -----C. Definitions [TP NAME] Product ------Number ------

Product Name ------------

Manufacturing ------------Location --------

1. Contractor Any manufacturer, packager, or other product support servicer who performs processing and/or packaging of a product or any intermediate step of manufacture, or other product support service, is a contractor. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been

filed with the Commission. The omitted portions have been filed separately with the Commission.

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ATTACHMENT A-3 (Cont.) V. APPENDIX (Cont.) C. Definitions (Cont.) 2. Batch Record The batch record consists of master manufacturing formula, appropriate packaging bill and instructions, and exception documentation, such as NCMRs, deviations, variance reports, and additional documentation which may have been processed as part of the production record of the batch. 3. CRB Certification Review Board 4. Deviation The document used to obtain approvals to temporarily modify or to document excursions from operating, manufacturing, testing instructions, target/informational test results, or procedures. The deviation does not permanently change existing instructions/BOP's or procedures; it is intended to be a specific/one time use document. 5. Lot Number (This definition may be elaborated on for including Control Number or other additional supporting information.) A Lot Number is used to identify a specific lot or batch of manufactured material. 6. Material All actives, excipients, printed or unprinted commodities which are used during the manufacturing or finishing process for a product. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

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ATTACHMENT A-3 (Cont.) V. APPENDIX (Cont.) C. Definitions (Cont.) 2. Batch Record The batch record consists of master manufacturing formula, appropriate packaging bill and instructions, and exception documentation, such as NCMRs, deviations, variance reports, and additional documentation which may have been processed as part of the production record of the batch. 3. CRB Certification Review Board 4. Deviation The document used to obtain approvals to temporarily modify or to document excursions from operating, manufacturing, testing instructions, target/informational test results, or procedures. The deviation does not permanently change existing instructions/BOP's or procedures; it is intended to be a specific/one time use document. 5. Lot Number (This definition may be elaborated on for including Control Number or other additional supporting information.) A Lot Number is used to identify a specific lot or batch of manufactured material. 6. Material All actives, excipients, printed or unprinted commodities which are used during the manufacturing or finishing process for a product. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

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ATTACHMENT A-3 (Cont.) V. APPENDIX (Cont.) C. Definitions (Cont.) 7. Nonconforming Materials Report (NCMR) A document used for recording review and disposition of nonconforming materials. The NCMR document, when formally approved with appropriate sign-off, becomes the specification for the disposition of that specific lot of material only. Actions taken to investigate the nonconformance and to justify the release of that lot must be fully documented. 8. PPD Pharmaceutical Products Division of Abbott Laboratories 9. PARD Pharmaceutical and Analytical Research and Development. The research and development group of Abbott Laboratories PPD. 10. Product Any product manufactured, packaged and/or labeled by Abbott Laboratories to meet third party requirements for further processing marketing, and/or sale in accordance with the executed supply agreement. 11. Reinspection A visual or mechanical evaluation performed to remove/correct defective units for which the process is not expected to have an adverse effect on product quality. Reinspection should involve the use of a deviation except where standard procedure allows for such routine activity in the course of normal processing. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

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ATTACHMENT A-3 (Cont.) V. APPENDIX (Cont.) C. Definitions (Cont.) 12. Reprocessing Duplication of a step or steps currently in the manufacturing formula in order to bring the product into conformance with specifications and which will not alter the safety, identity, strength, quality, or purity of the drug product beyond the established requirements. Reprocessing associated with product having a regulatory submission requires Regulatory Affairs review. 13. Rework Any additional steps taken to process a batch (other than reinspection) to bring it into conformance with the specifications and which will not alter the safety, identity, strength, quality, or purity of the drug product beyond the established requirements. All rework must be documented per approved rework documentation requirements and appended to a deviation. 14. Instructions for Outside Packaging List Number/Label Code/Size Code specific document supplied by Abbott Laboratories to instruct third parties on how to perform finishing steps for marketed product. 15. Package Master (PMV) List Number/Label Code/Size Code specific document specifying all commodities and corresponding quantities used with divisional packaging procedures for finishing of manufactured product. 16. PCA: Primary Container Approval Document used to list commodities approved for product contact on a specified list number. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

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ATTACHMENT A-3 (Cont.) V. APPENDIX (Cont.) C. Definitions (Cont.) 17. PSCN: Printed Supplies Control Notice Document which lists printed supplies used during finishing operations. 18. S01: Non-Printed Commodity Specification Document containing a general description of the material, what it is made of, and what it looks like. 19. S02: Printed Commodity Specification Document applies to the control of product labeling and identifies the properties of the material, size, style, color, and reference marks, as applicable. 20. S03: Drug Code Specification A description of the chemical, biological, identification, microbial, and physical requirements of the drug entity with the appropriate acceptance/release and test method requirements; Certificate of Analysis requirements; incoming packing and marking requirements; sampling instructions; and continuing guarantee requirements. 21. S05: Sampling Plan Specification Provides sampling instructions related to sample taken, sample amount, test location, and name of required test (s). Also, identifies the associated manufacturing stage where sampling is to occur and requirements for sample packaging and handling may be indicated. 22. S41: Acceptance/Release Specification A description of the chemical, biological, identification, microbial, and physical requirements of the drug entity with the appropriate acceptance/release and test method requirements, and sampling instructions. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

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ATTACHMENT A-3 (Cont.) V. APPENDIX (Cont.) C. Definitions (Cont.) 23. S43CO: Coating Specification This document is used by the Plant, when applicable, along with the S43MI, and includes setup parameters for coating equipment, (e.g., exhaust temperature, pan speed) and calculations for amounts of coating liquids. 24. S43D: Manufacturing Directions and Formula This is a summary document used for regulatory submissions which consists of the manufacturing directions and formula sections. The manufacturing directions section includes individual steps and equipment required to manufacture the product or material, such as, LOD end points and special mixing/temperature requirements. Critical process parameters are included. The formula section includes a list of ingredients and quantities used in the formulation. 25. S43MI: Manufacturing Instructions and Formula This is the document that establishes requirements for the Plant and consists of manufacturing instructions and formula sections. The manufacturing instructions section includes critical process parameters and equipment required to manufacture the product or material, such as, LOD end points and special mixing/temperature requirements. Typically, this section contains more detail than the corresponding section in the S43D. The formula section includes a list of ingredients and quantities used in the formulation. 26. S43RD: Reprocessing Directions This is a document submitted to regulatory agencies, which includes the manufacturing steps necessary to reprocess product or material (e.g., recoating, regrinding). **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

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ATTACHMENT A-3 (Cont.) V. APPENDIX (Cont.) C. Definitions (Cont.) 27. S43S: Sterilization Process Specification This document is used by the Plant/Suppliers, when applicable. This includes the steps necessary to apply sterilization methods to product, material, or commodities (outside filtration). 28. S43T: Technical Processing This document is used by the Plant/Suppliers, when applicable. For manufacturing, the S43T contains technical information not found in the S43MI, but critical for the manufacturing process. Calculation worksheets and requirements for intraplant movement of materials are some examples. For finishing, the S43T contains technical information for types of commodities and equipment (e.g., bottle cleaning, imprinting lot and expiration date). 29. S43Y: Drying Specification This document is used by the Plant, when applicable, along with the S43MI and includes set up parameters for drying equipment, such as temperature and time. **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

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-------------------------------------------------------------------------------ISSUE DATE SUPERCEDES 05/08/2000 07/15/1999 --------------------------------------------------------------------------------

**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. -1-

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**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. -1[GRAPHIC OMITTED] ABBOTT LABORATORIES PHARMACEUTICAL PRODUCTS DIVISION GENERAL PRACTICE DOCUMENT GP.0074 -------------------------------------------------------------------------------ISSUE DATE SUPERCEDES 05/08/2000 07/15/1999 -------------------------------------------------------------------------------DESCRIPTION OF CHANGE: CR # INITIATOR PAGE 2

0000480 L. THOMPSON -------------------------------------------------------------------------------D OF C

Clarify Attachment A, Section IV.D. Validation, Add "unique to [TP NAME] products" to the first sentence after the word "protocols". **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. -2-

Schedule C Abbott Reserve Capacity The minimum annual capacity to be reserved by ABBOTT, is as follows for the Initial Term of this agreement:
Commercial Product 2-mg x 100-count 4-mg x 100-count 12-mg x 100-count [**] [**] [**] units per month units per month units per month

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-------------------------------------------------------------------------------ISSUE DATE SUPERCEDES 05/08/2000 07/15/1999 -------------------------------------------------------------------------------DESCRIPTION OF CHANGE: CR # INITIATOR

0000480 L. THOMPSON -------------------------------------------------------------------------------D OF C

Clarify Attachment A, Section IV.D. Validation, Add "unique to [TP NAME] products" to the first sentence after the word "protocols". **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. -2-

Schedule C Abbott Reserve Capacity The minimum annual capacity to be reserved by ABBOTT, is as follows for the Initial Term of this agreement:
Commercial Product 2-mg x 100-count 4-mg x 100-count 12-mg x 100-count 16-mg x 100-count Product Samples 2-mg x 40-count 4-mg x 40-count Titration Packs 2-mg x 148-count [**] units per month [**] [**] units per month units per month [**] [**] [**] [**] units per month units per month units per month units per month

-1-

Schedule D Toll Fee until CEPHALON has sold Product for One Calendar Quarter

Schedule C Abbott Reserve Capacity The minimum annual capacity to be reserved by ABBOTT, is as follows for the Initial Term of this agreement:
Commercial Product 2-mg x 100-count 4-mg x 100-count 12-mg x 100-count 16-mg x 100-count Product Samples 2-mg x 40-count 4-mg x 40-count Titration Packs 2-mg x 148-count [**] units per month [**] [**] units per month units per month [**] [**] [**] [**] units per month units per month units per month units per month

-1-

Schedule D Toll Fee until CEPHALON has sold Product for One Calendar Quarter Abbott to provide fee which will be based on [**]. -2-

Exhibit 10.15(b) August 11, 2000 Mr. Robert P. Roche, Jr. Senior Vice President Sales & Marketing Cephalon, Inc. 145 Brandywine Parkway West Chester, PA 19380-4245 Dear Mr. Roche: Thank you for your letter dated July 14, 2000. As mentioned in my prior letter to you, Bristol-Myers Squibb Company has, effective September 5, 2000, terminated the Amended and Restated Copromotion Agreement by and between Bristol-Myers Squibb Company and Cephalon, Inc. effective January 1, 1999 (the "Agreement"). Under the terms of the Agreement, BMS will pay Cephalon the compensation to which it is entitled under the Agreement through September 5, 2000. To that end, enclosed is a schedule detailing the compensation to which Cephalon is entitled for the period beginning January 1, 2000 and ending June 30, 2000. This payment of [**] will be made shortly. In addition, a final payment will be made to Cephalon for the period beginning July 1, 2000 and ending September 5, 2000. This payment will be made within 60 days following the end of such period, as provided in Section 10(d) of the Agreement. Please contact me at the above address if you have any questions.

Schedule D Toll Fee until CEPHALON has sold Product for One Calendar Quarter Abbott to provide fee which will be based on [**]. -2-

Exhibit 10.15(b) August 11, 2000 Mr. Robert P. Roche, Jr. Senior Vice President Sales & Marketing Cephalon, Inc. 145 Brandywine Parkway West Chester, PA 19380-4245 Dear Mr. Roche: Thank you for your letter dated July 14, 2000. As mentioned in my prior letter to you, Bristol-Myers Squibb Company has, effective September 5, 2000, terminated the Amended and Restated Copromotion Agreement by and between Bristol-Myers Squibb Company and Cephalon, Inc. effective January 1, 1999 (the "Agreement"). Under the terms of the Agreement, BMS will pay Cephalon the compensation to which it is entitled under the Agreement through September 5, 2000. To that end, enclosed is a schedule detailing the compensation to which Cephalon is entitled for the period beginning January 1, 2000 and ending June 30, 2000. This payment of [**] will be made shortly. In addition, a final payment will be made to Cephalon for the period beginning July 1, 2000 and ending September 5, 2000. This payment will be made within 60 days following the end of such period, as provided in Section 10(d) of the Agreement. Please contact me at the above address if you have any questions. Very truly yours,
/s/ Scott Applebaum Scott Applebaum Associate Counsel

Cc: A. Coles, M.D. D. Snow J. A. Smith **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Exhibit 10.17(a) Dated 27th November 2000 CEPHALON (UK) LIMITED - AND -

Exhibit 10.15(b) August 11, 2000 Mr. Robert P. Roche, Jr. Senior Vice President Sales & Marketing Cephalon, Inc. 145 Brandywine Parkway West Chester, PA 19380-4245 Dear Mr. Roche: Thank you for your letter dated July 14, 2000. As mentioned in my prior letter to you, Bristol-Myers Squibb Company has, effective September 5, 2000, terminated the Amended and Restated Copromotion Agreement by and between Bristol-Myers Squibb Company and Cephalon, Inc. effective January 1, 1999 (the "Agreement"). Under the terms of the Agreement, BMS will pay Cephalon the compensation to which it is entitled under the Agreement through September 5, 2000. To that end, enclosed is a schedule detailing the compensation to which Cephalon is entitled for the period beginning January 1, 2000 and ending June 30, 2000. This payment of [**] will be made shortly. In addition, a final payment will be made to Cephalon for the period beginning July 1, 2000 and ending September 5, 2000. This payment will be made within 60 days following the end of such period, as provided in Section 10(d) of the Agreement. Please contact me at the above address if you have any questions. Very truly yours,
/s/ Scott Applebaum Scott Applebaum Associate Counsel

Cc: A. Coles, M.D. D. Snow J. A. Smith **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Exhibit 10.17(a) Dated 27th November 2000 CEPHALON (UK) LIMITED - AND NOVARTIS PHARMACEUTICALS UK LIMITED MANAGED SERVICES AGREEMENT CMS Cameron McKenna Mitre House 160 Aldersgate Street London EC1A 4DD T +44(0)20 7367 3000 F +44(0)20 7367 2000

Exhibit 10.17(a) Dated 27th November 2000 CEPHALON (UK) LIMITED - AND NOVARTIS PHARMACEUTICALS UK LIMITED MANAGED SERVICES AGREEMENT CMS Cameron McKenna Mitre House 160 Aldersgate Street London EC1A 4DD T +44(0)20 7367 3000 F +44(0)20 7367 2000

Table of Contents 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. Definitions and Interpretation..................................1 Cephalon's Responsibilities and Obligations.....................7 Novartis' Responsibilities And Obligations......................8 Audit...........................................................9 Payment........................................................10 Data Protection................................................12 Rights.........................................................12 Duration and Termination.......................................13 Termination....................................................13 Consequences of Termination....................................14 Exclusion Of Implied Warranties................................14 Indemnity......................................................14 Force Majeure..................................................15 Sub-contracting................................................17 Notices........................................................17 Relationship of Parties........................................18 Waiver.........................................................19 Severability...................................................20 Third Party Rights.............................................20 Governing Law..................................................20 Transmission of Rights.........................................20 Variations.....................................................20 Counterparts...................................................21 Services................................................23 Charges.................................................25 The Products............................................26

Schedule 1 Schedule 2 Schedule 3

THIS AGREEMENT is made the 27th day of November 2000 BETWEEN: (1) CEPHALON (UK) LIMITED (Registered no 3207745) a company incorporated in England and Wales whose registered office is at 11/13 Frederick Sangers Road, Surrey Research Park, Guildford, Surrey GU2 5YD ("Cephalon"); and (2) NOVARTIS PHARMACEUTICALS UK LIMITED ( Registered No 119006), a company incorporated in England and Wales whose registered office is at Frimley Business Park, Frimley, Camberley, Surrey GU16 7SR ("Novartis").

Table of Contents 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. Definitions and Interpretation..................................1 Cephalon's Responsibilities and Obligations.....................7 Novartis' Responsibilities And Obligations......................8 Audit...........................................................9 Payment........................................................10 Data Protection................................................12 Rights.........................................................12 Duration and Termination.......................................13 Termination....................................................13 Consequences of Termination....................................14 Exclusion Of Implied Warranties................................14 Indemnity......................................................14 Force Majeure..................................................15 Sub-contracting................................................17 Notices........................................................17 Relationship of Parties........................................18 Waiver.........................................................19 Severability...................................................20 Third Party Rights.............................................20 Governing Law..................................................20 Transmission of Rights.........................................20 Variations.....................................................20 Counterparts...................................................21 Services................................................23 Charges.................................................25 The Products............................................26

Schedule 1 Schedule 2 Schedule 3

THIS AGREEMENT is made the 27th day of November 2000 BETWEEN: (1) CEPHALON (UK) LIMITED (Registered no 3207745) a company incorporated in England and Wales whose registered office is at 11/13 Frederick Sangers Road, Surrey Research Park, Guildford, Surrey GU2 5YD ("Cephalon"); and (2) NOVARTIS PHARMACEUTICALS UK LIMITED ( Registered No 119006), a company incorporated in England and Wales whose registered office is at Frimley Business Park, Frimley, Camberley, Surrey GU16 7SR ("Novartis"). WHEREAS: Novartis has requested that Cephalon provide to Novartis certain marketing and administrative services (as hereinafter defined more fully) to Novartis and Cephalon has agreed to do so on the terms and conditions set out below. IT IS AGREED as follows: 1. Definitions and Interpretation In this Agreement: "Adverse Reaction" means a response to a substance that is noxious and unintended and which occurs at doses normally used in man for prophylaxis, diagnosis and therapy; -1-

THIS AGREEMENT is made the 27th day of November 2000 BETWEEN: (1) CEPHALON (UK) LIMITED (Registered no 3207745) a company incorporated in England and Wales whose registered office is at 11/13 Frederick Sangers Road, Surrey Research Park, Guildford, Surrey GU2 5YD ("Cephalon"); and (2) NOVARTIS PHARMACEUTICALS UK LIMITED ( Registered No 119006), a company incorporated in England and Wales whose registered office is at Frimley Business Park, Frimley, Camberley, Surrey GU16 7SR ("Novartis"). WHEREAS: Novartis has requested that Cephalon provide to Novartis certain marketing and administrative services (as hereinafter defined more fully) to Novartis and Cephalon has agreed to do so on the terms and conditions set out below. IT IS AGREED as follows: 1. Definitions and Interpretation In this Agreement: "Adverse Reaction" means a response to a substance that is noxious and unintended and which occurs at doses normally used in man for prophylaxis, diagnosis and therapy; -1-

"Affiliate" means any company, partnership or other entity which directly or indirectly Controls, is Controlled by or is under common Control with, the party in question including as a Subsidiary or Holding Company. "Agreement" means this agreement and any and all schedules, appendices and other addenda to it as may be varied from time to time in accordance with the provisions of this agreement. "Charges" means the charges which are payable by Novartis for the Services in accordance with the guidelines set out in Schedule 2 and as may be amended by agreement between the Parties from time to time. "Cephalon Product" means the pharmaceutical product shown in Part I of Schedule 3. "Commencement Date" means 1 January 2001. "Control" means the ownership (direct or indirect) of more than 50% of the issued share capital or the legal power to direct or cause the direction of the general management and policies of the party in question and "Controlled" and "Controller" shall be construed accordingly. "Force Majeure" means in relation to any Party any event or circumstance which is beyond the reasonable control of that Party which event the Party could not reasonably be expected to have taken into account at the date of this Agreement including acts of God, war, riot, civil commotion, any overriding emergency, fire, flood, storm and industrial dispute (other than industrial dispute affecting only the -2-

employees of the Party suffering the event of force majeure or any of its agents or subcontractors). "Insolvency Event" in relation to any Party, means any one of the following:

"Affiliate" means any company, partnership or other entity which directly or indirectly Controls, is Controlled by or is under common Control with, the party in question including as a Subsidiary or Holding Company. "Agreement" means this agreement and any and all schedules, appendices and other addenda to it as may be varied from time to time in accordance with the provisions of this agreement. "Charges" means the charges which are payable by Novartis for the Services in accordance with the guidelines set out in Schedule 2 and as may be amended by agreement between the Parties from time to time. "Cephalon Product" means the pharmaceutical product shown in Part I of Schedule 3. "Commencement Date" means 1 January 2001. "Control" means the ownership (direct or indirect) of more than 50% of the issued share capital or the legal power to direct or cause the direction of the general management and policies of the party in question and "Controlled" and "Controller" shall be construed accordingly. "Force Majeure" means in relation to any Party any event or circumstance which is beyond the reasonable control of that Party which event the Party could not reasonably be expected to have taken into account at the date of this Agreement including acts of God, war, riot, civil commotion, any overriding emergency, fire, flood, storm and industrial dispute (other than industrial dispute affecting only the -2-

employees of the Party suffering the event of force majeure or any of its agents or subcontractors). "Insolvency Event" in relation to any Party, means any one of the following: (a) a notice shall have been issued to convene a meeting for the purpose of passing a resolution to wind up that Party or such a resolution shall have been passed other than a resolution for the solvent reconstruction or reorganisation of that Party; or (b) a resolution (other than a resolution for the solvent reconstruction or reorganisation of a Party) shall have been passed by that Party's directors to seek a winding up or administration order or a petition for a winding up or administration order shall have been presented against that Party or such an order shall have been made; or (c) a receiver, administrative receiver, receiver and manager, interim receiver, custodian, sequestrator or similar officer is appointed in respect of that Party or over a substantial part of its assets or any third party takes steps to appoint such an officer in respect of that Party or an encumbrancer takes steps to enforce or enforces its security; or (d) a proposal for a voluntary arrangement shall have been made in relation to that Party under Part I Insolvency Act 1986; or -3-

(e) a step or event shall have been taken or arisen outside the Territory which is similar or analogous to any of the steps or events listed at (a) to (d) above; or (f) that Party suspends or threatens to suspend making payments to all or some of that Party's creditors or the Party submits to any type of voluntary arrangement; or (g) where that Party is resident in the Territory it is deemed to be unable to pay its debts within the meaning of Section 123 Insolvency Act 1986; "Novartis Products" means the pharmaceutical products listed in Part II of Schedule 3.

employees of the Party suffering the event of force majeure or any of its agents or subcontractors). "Insolvency Event" in relation to any Party, means any one of the following: (a) a notice shall have been issued to convene a meeting for the purpose of passing a resolution to wind up that Party or such a resolution shall have been passed other than a resolution for the solvent reconstruction or reorganisation of that Party; or (b) a resolution (other than a resolution for the solvent reconstruction or reorganisation of a Party) shall have been passed by that Party's directors to seek a winding up or administration order or a petition for a winding up or administration order shall have been presented against that Party or such an order shall have been made; or (c) a receiver, administrative receiver, receiver and manager, interim receiver, custodian, sequestrator or similar officer is appointed in respect of that Party or over a substantial part of its assets or any third party takes steps to appoint such an officer in respect of that Party or an encumbrancer takes steps to enforce or enforces its security; or (d) a proposal for a voluntary arrangement shall have been made in relation to that Party under Part I Insolvency Act 1986; or -3-

(e) a step or event shall have been taken or arisen outside the Territory which is similar or analogous to any of the steps or events listed at (a) to (d) above; or (f) that Party suspends or threatens to suspend making payments to all or some of that Party's creditors or the Party submits to any type of voluntary arrangement; or (g) where that Party is resident in the Territory it is deemed to be unable to pay its debts within the meaning of Section 123 Insolvency Act 1986; "Novartis Products" means the pharmaceutical products listed in Part II of Schedule 3. "Party" means either Cephalon or Novartis and "Parties" means either of them. "Products" means the pharmaceutical products listed in Schedule 3 and such other products as the Parties may agree from time to time. "Quarter" means each consecutive period of three months and "Quarterly" shall be construed accordingly. "Rights" means all or any copyright, design right, trade marks, trade names, patents, know-how, trade secrets and other intellectual property or other proprietary rights in respect of or relating to the Products which may at any time subsist throughout all or any part of the world (whether registered or otherwise); -4-

"Services" means those services required to be performed by Cephalon as set out or referred to in Schedule 1. "Staff" means Cephalon's employees, consultants or subcontractors engaged in the provision of the Services. "Subsidiary or Holding Company" have the meaning ascribed to those expressions by Section 736 of the Companies Act 1985 (as amended). "Term" means the period of 10 (ten) years from the Commencement Date. "Territory" means the United Kingdom of Great Britain and Northern Ireland, and in the case of the Cephalon

(e) a step or event shall have been taken or arisen outside the Territory which is similar or analogous to any of the steps or events listed at (a) to (d) above; or (f) that Party suspends or threatens to suspend making payments to all or some of that Party's creditors or the Party submits to any type of voluntary arrangement; or (g) where that Party is resident in the Territory it is deemed to be unable to pay its debts within the meaning of Section 123 Insolvency Act 1986; "Novartis Products" means the pharmaceutical products listed in Part II of Schedule 3. "Party" means either Cephalon or Novartis and "Parties" means either of them. "Products" means the pharmaceutical products listed in Schedule 3 and such other products as the Parties may agree from time to time. "Quarter" means each consecutive period of three months and "Quarterly" shall be construed accordingly. "Rights" means all or any copyright, design right, trade marks, trade names, patents, know-how, trade secrets and other intellectual property or other proprietary rights in respect of or relating to the Products which may at any time subsist throughout all or any part of the world (whether registered or otherwise); -4-

"Services" means those services required to be performed by Cephalon as set out or referred to in Schedule 1. "Staff" means Cephalon's employees, consultants or subcontractors engaged in the provision of the Services. "Subsidiary or Holding Company" have the meaning ascribed to those expressions by Section 736 of the Companies Act 1985 (as amended). "Term" means the period of 10 (ten) years from the Commencement Date. "Territory" means the United Kingdom of Great Britain and Northern Ireland, and in the case of the Cephalon Product only, the Republic of Ireland. "Working Day" means any day other than a Saturday, Sunday, bank or other public holiday in the United Kingdom, USA or Switzerland. "Year" means a period of 12 consecutive months, with the first such period commencing on the Commencement Date. 1.2 In this Agreement:1.2.1 unless the context otherwise requires all references to a particular Clause or Schedule shall be a reference to that Clause or Schedule in or to this Agreement as it may be amended from time to time pursuant to this Agreement; -5-

1.2.2 the table of contents and headings are inserted for convenience only and shall not affect the interpretation of any provision of this Agreement; 1.2.3 unless the contrary intention appears words importing the masculine gender shall include the feminine and vice versa and words in the singular include the plural and vice versa;

"Services" means those services required to be performed by Cephalon as set out or referred to in Schedule 1. "Staff" means Cephalon's employees, consultants or subcontractors engaged in the provision of the Services. "Subsidiary or Holding Company" have the meaning ascribed to those expressions by Section 736 of the Companies Act 1985 (as amended). "Term" means the period of 10 (ten) years from the Commencement Date. "Territory" means the United Kingdom of Great Britain and Northern Ireland, and in the case of the Cephalon Product only, the Republic of Ireland. "Working Day" means any day other than a Saturday, Sunday, bank or other public holiday in the United Kingdom, USA or Switzerland. "Year" means a period of 12 consecutive months, with the first such period commencing on the Commencement Date. 1.2 In this Agreement:1.2.1 unless the context otherwise requires all references to a particular Clause or Schedule shall be a reference to that Clause or Schedule in or to this Agreement as it may be amended from time to time pursuant to this Agreement; -5-

1.2.2 the table of contents and headings are inserted for convenience only and shall not affect the interpretation of any provision of this Agreement; 1.2.3 unless the contrary intention appears words importing the masculine gender shall include the feminine and vice versa and words in the singular include the plural and vice versa; 1.2.4 unless the contrary intention appears words denoting persons shall include any individual, partnership, company, corporation, joint venture, trust, association, organisation or other entity, in each case whether or not having separate legal personality; 1.2.5 reference to any statute or regulation includes any modification or re-enactment of that statute or regulation; 1.2.6 reference to the words "include" or "including" are to be construed without limitation to the generality of the preceding words; and 1.2.7 if there is any conflict or inconsistency between the terms and conditions of Parts A-D herein and the Schedules, such conflict or inconsistency shall be resolved in accordance with the following order of priority: (a) the terms and conditions of Parts A-D herein; (b) Schedule 1; (c) Schedule 2; -6-

2. Cephalon's Responsibilities and Obligations 2.1 Cephalon shall provide the Services to Novartis from the Commencement Date subject to and in accordance with the terms and conditions of this Agreement.

1.2.2 the table of contents and headings are inserted for convenience only and shall not affect the interpretation of any provision of this Agreement; 1.2.3 unless the contrary intention appears words importing the masculine gender shall include the feminine and vice versa and words in the singular include the plural and vice versa; 1.2.4 unless the contrary intention appears words denoting persons shall include any individual, partnership, company, corporation, joint venture, trust, association, organisation or other entity, in each case whether or not having separate legal personality; 1.2.5 reference to any statute or regulation includes any modification or re-enactment of that statute or regulation; 1.2.6 reference to the words "include" or "including" are to be construed without limitation to the generality of the preceding words; and 1.2.7 if there is any conflict or inconsistency between the terms and conditions of Parts A-D herein and the Schedules, such conflict or inconsistency shall be resolved in accordance with the following order of priority: (a) the terms and conditions of Parts A-D herein; (b) Schedule 1; (c) Schedule 2; -6-

2. Cephalon's Responsibilities and Obligations 2.1 Cephalon shall provide the Services to Novartis from the Commencement Date subject to and in accordance with the terms and conditions of this Agreement. 2.2 Cephalon shall provide the Services as the same may be varied from time to time by agreement between the Parties and with Staff as required. Unless otherwise agreed in writing with Novartis, Cephalon shall only be obliged to provide the Services in relation to the Products. Cephalon shall perform the Services with all due care, diligence and attention and in accordance with good industry practice prevailing from time to time. 2.3 Cephalon shall maintain sufficient resources (either its own employees or through permitted sub-contractors) to provide the Services in respect of the Products throughout the Territory and shall perform in a timely and satisfactory manner Cephalon's obligations under this Agreement 2.4 Cephalon shall keep records and books of account relating to the provision of the Services in accordance with generally accepted UK accounting principles and Novartis shall be entitled to audit the same in accordance with Clause 4. 2.5 Cephalon shall procure that in providing the Services the Staff will comply with all relevant laws regulations and guidelines applicable to the promotion and marketing of the Products and shall not do or omit to do anything where such act or omission might prejudice Novartis' Rights or reputation in the Territory. -7-

2.6 Cephalon shall keep Novartis informed in writing in respect of any complaint, claim, demand or dispute concerning the Novartis Products. 2.7 Cephalon shall advise Novartis within 48 hours of any reported Adverse Reaction occurring in the Territory and reported to Novartis in respect of the Novartis Products. Novartis shall have sole responsibility for reporting Adverse Reactions to the Medicines Control Agency and will conduct all communication relating to safety issues

2. Cephalon's Responsibilities and Obligations 2.1 Cephalon shall provide the Services to Novartis from the Commencement Date subject to and in accordance with the terms and conditions of this Agreement. 2.2 Cephalon shall provide the Services as the same may be varied from time to time by agreement between the Parties and with Staff as required. Unless otherwise agreed in writing with Novartis, Cephalon shall only be obliged to provide the Services in relation to the Products. Cephalon shall perform the Services with all due care, diligence and attention and in accordance with good industry practice prevailing from time to time. 2.3 Cephalon shall maintain sufficient resources (either its own employees or through permitted sub-contractors) to provide the Services in respect of the Products throughout the Territory and shall perform in a timely and satisfactory manner Cephalon's obligations under this Agreement 2.4 Cephalon shall keep records and books of account relating to the provision of the Services in accordance with generally accepted UK accounting principles and Novartis shall be entitled to audit the same in accordance with Clause 4. 2.5 Cephalon shall procure that in providing the Services the Staff will comply with all relevant laws regulations and guidelines applicable to the promotion and marketing of the Products and shall not do or omit to do anything where such act or omission might prejudice Novartis' Rights or reputation in the Territory. -7-

2.6 Cephalon shall keep Novartis informed in writing in respect of any complaint, claim, demand or dispute concerning the Novartis Products. 2.7 Cephalon shall advise Novartis within 48 hours of any reported Adverse Reaction occurring in the Territory and reported to Novartis in respect of the Novartis Products. Novartis shall have sole responsibility for reporting Adverse Reactions to the Medicines Control Agency and will conduct all communication relating to safety issues in relation to the Novartis Products and Cephalon shall have sole responsibility for reporting Adverse Reactions to the Medicines Control Agency and will conduct all communication relating to safety issues in relation to the Cephalon Product. 3. Novartis' Responsibilities And Obligations 3.1 Novartis shall perform all obligations it is required to perform as set out or referred to in Schedule 1. If Novartis fails to perform any such obligations, Cephalon shall not be liable for any failure to perform its obligations under this Agreement and Novartis shall pay to Cephalon any costs to Cephalon which result from such failure by Novartis to perform its obligations under this Agreement. 3.2 Novartis represents and warrants that it has obtained and will maintain at its own cost and expense all necessary permission consents and licences in respect of the Novartis Products necessary for the provision of the Services. -8-

3.3 Novartis shall have responsibility for providing all training in relation to the Novartis Products of suitable quality and detail as shall be required to enable the Staff to provide the Services in relation to the Novartis Products. 3.4 Novartis shall ensure that appropriate personnel from Novartis are available to liaise and co-operate with the staff and shall co-operate with Cephalon to ensure Cephalon's compliance with UK and European legislation. 4. Audit

2.6 Cephalon shall keep Novartis informed in writing in respect of any complaint, claim, demand or dispute concerning the Novartis Products. 2.7 Cephalon shall advise Novartis within 48 hours of any reported Adverse Reaction occurring in the Territory and reported to Novartis in respect of the Novartis Products. Novartis shall have sole responsibility for reporting Adverse Reactions to the Medicines Control Agency and will conduct all communication relating to safety issues in relation to the Novartis Products and Cephalon shall have sole responsibility for reporting Adverse Reactions to the Medicines Control Agency and will conduct all communication relating to safety issues in relation to the Cephalon Product. 3. Novartis' Responsibilities And Obligations 3.1 Novartis shall perform all obligations it is required to perform as set out or referred to in Schedule 1. If Novartis fails to perform any such obligations, Cephalon shall not be liable for any failure to perform its obligations under this Agreement and Novartis shall pay to Cephalon any costs to Cephalon which result from such failure by Novartis to perform its obligations under this Agreement. 3.2 Novartis represents and warrants that it has obtained and will maintain at its own cost and expense all necessary permission consents and licences in respect of the Novartis Products necessary for the provision of the Services. -8-

3.3 Novartis shall have responsibility for providing all training in relation to the Novartis Products of suitable quality and detail as shall be required to enable the Staff to provide the Services in relation to the Novartis Products. 3.4 Novartis shall ensure that appropriate personnel from Novartis are available to liaise and co-operate with the staff and shall co-operate with Cephalon to ensure Cephalon's compliance with UK and European legislation. 4. Audit 4.1 Cephalon shall keep true and accurate records and books of account containing all data necessary for the calculation of the amounts charged by it to Novartis pursuant to this Agreement. Those records and books of account shall be kept for 7 years following the end of the calendar year to which they relate. Upon Novartis' written request a firm of accountants appointed by agreement between the Parties or, failing such agreement within 10 Business Days of the initiation of discussions between them on this point and at the request of either Party by the President for the time being of the Institute of Chartered Accountants of England and Wales in London and 4.1.1 such firm of accountants shall be given access to and shall be permitted to examine and copy such books and records upon 20 Business Days notice having been given by Novartis and at all reasonable times on Business Days for the purpose of certifying to Novartis that the Charges calculated by Cephalon during any year was reasonably calculated, true and accurate -9-

or, if this is not their opinion certify the Charges figures for such period which in their judgment are true and correct. 4.1.2 prior to any such examination taking place, such firm of accountants shall undertake to Cephalon in a deed that they shall keep all information and data contained in such books and records, strictly confidential and shall not disclose such information or copies of such books and records to any third person including Novartis, but shall only use the same for the purpose of the calculations which they need to perform in order to issue the certificate to Novartis which this Clause 4 envisages.

3.3 Novartis shall have responsibility for providing all training in relation to the Novartis Products of suitable quality and detail as shall be required to enable the Staff to provide the Services in relation to the Novartis Products. 3.4 Novartis shall ensure that appropriate personnel from Novartis are available to liaise and co-operate with the staff and shall co-operate with Cephalon to ensure Cephalon's compliance with UK and European legislation. 4. Audit 4.1 Cephalon shall keep true and accurate records and books of account containing all data necessary for the calculation of the amounts charged by it to Novartis pursuant to this Agreement. Those records and books of account shall be kept for 7 years following the end of the calendar year to which they relate. Upon Novartis' written request a firm of accountants appointed by agreement between the Parties or, failing such agreement within 10 Business Days of the initiation of discussions between them on this point and at the request of either Party by the President for the time being of the Institute of Chartered Accountants of England and Wales in London and 4.1.1 such firm of accountants shall be given access to and shall be permitted to examine and copy such books and records upon 20 Business Days notice having been given by Novartis and at all reasonable times on Business Days for the purpose of certifying to Novartis that the Charges calculated by Cephalon during any year was reasonably calculated, true and accurate -9-

or, if this is not their opinion certify the Charges figures for such period which in their judgment are true and correct. 4.1.2 prior to any such examination taking place, such firm of accountants shall undertake to Cephalon in a deed that they shall keep all information and data contained in such books and records, strictly confidential and shall not disclose such information or copies of such books and records to any third person including Novartis, but shall only use the same for the purpose of the calculations which they need to perform in order to issue the certificate to Novartis which this Clause 4 envisages. 4.1.3 any such access examination and certification shall occur no more than once per year and will not go back over records more than 2 years old unless a discrepancy is found. 4.1.4 Cephalon shall make available personnel to answer queries on all books and records required for the purpose of that certification. 4.1.5 the cost of the accountant shall be the responsibility of Cephalon if the certification shows Cephalon to have overestimated the monies payable by Novartis by more than 5% and the responsibility of Novartis otherwise. 4.2 Within 10 Business Days following any such certification any monies which such certification shows as being due and owing by one Party to the other (whether because of an underpayment or overpayment) shall be paid by that Party. 5. Payment -10-

5.1 Novartis shall pay the Charges to Cephalon for the Services provided hereunder monthly following receipt of invoice from Cephalon. 5.2 Payment for each invoice made hereunder shall be made by telegraphic transfer to such bank account as Cephalon shall notify to Novartis from time to time.

or, if this is not their opinion certify the Charges figures for such period which in their judgment are true and correct. 4.1.2 prior to any such examination taking place, such firm of accountants shall undertake to Cephalon in a deed that they shall keep all information and data contained in such books and records, strictly confidential and shall not disclose such information or copies of such books and records to any third person including Novartis, but shall only use the same for the purpose of the calculations which they need to perform in order to issue the certificate to Novartis which this Clause 4 envisages. 4.1.3 any such access examination and certification shall occur no more than once per year and will not go back over records more than 2 years old unless a discrepancy is found. 4.1.4 Cephalon shall make available personnel to answer queries on all books and records required for the purpose of that certification. 4.1.5 the cost of the accountant shall be the responsibility of Cephalon if the certification shows Cephalon to have overestimated the monies payable by Novartis by more than 5% and the responsibility of Novartis otherwise. 4.2 Within 10 Business Days following any such certification any monies which such certification shows as being due and owing by one Party to the other (whether because of an underpayment or overpayment) shall be paid by that Party. 5. Payment -10-

5.1 Novartis shall pay the Charges to Cephalon for the Services provided hereunder monthly following receipt of invoice from Cephalon. 5.2 Payment for each invoice made hereunder shall be made by telegraphic transfer to such bank account as Cephalon shall notify to Novartis from time to time. 5.3 The currency for all payments under Clause 5.1 shall be in (pound) sterling. 5.4 If Novartis fails to pay the Charges: 5.4.1 within 30 days after the date of the invoice therefor Cephalon shall be entitled (without prejudice to any other right or remedy it may have) to charge Novartis interest on the Charges (which shall accrue from day to day after as well as before judgement) at the rate of 2% per annum above National Westminster plc's base rate from time to time in force from the date the payment became due until actual payment is made, compounded monthly; and 5.4.2 within 30 days after the date of the invoice therefor Cephalon shall be entitled (without prejudice to any other right or remedy it may have) to cancel or suspend any further services to be provided to Novartis. 5.5 All payments to be made by Novartis to Cephalon hereunder are exclusive of value added tax which shall be payable if applicable to do so in addition at the rate and in the manner for the time being prescribed by law. -11-

6. Data Protection 6.1 Each Party warrants to the other that all personal data held by it to be processed by the other under this Agreement has been or will be obtained and processed (in so far as such data has been or will be so processed) in accordance with the Data Protection Act 1998 (the "Act") and in a manner which permits the other to perform its obligations under this Agreement in compliance with the Act.

5.1 Novartis shall pay the Charges to Cephalon for the Services provided hereunder monthly following receipt of invoice from Cephalon. 5.2 Payment for each invoice made hereunder shall be made by telegraphic transfer to such bank account as Cephalon shall notify to Novartis from time to time. 5.3 The currency for all payments under Clause 5.1 shall be in (pound) sterling. 5.4 If Novartis fails to pay the Charges: 5.4.1 within 30 days after the date of the invoice therefor Cephalon shall be entitled (without prejudice to any other right or remedy it may have) to charge Novartis interest on the Charges (which shall accrue from day to day after as well as before judgement) at the rate of 2% per annum above National Westminster plc's base rate from time to time in force from the date the payment became due until actual payment is made, compounded monthly; and 5.4.2 within 30 days after the date of the invoice therefor Cephalon shall be entitled (without prejudice to any other right or remedy it may have) to cancel or suspend any further services to be provided to Novartis. 5.5 All payments to be made by Novartis to Cephalon hereunder are exclusive of value added tax which shall be payable if applicable to do so in addition at the rate and in the manner for the time being prescribed by law. -11-

6. Data Protection 6.1 Each Party warrants to the other that all personal data held by it to be processed by the other under this Agreement has been or will be obtained and processed (in so far as such data has been or will be so processed) in accordance with the Data Protection Act 1998 (the "Act") and in a manner which permits the other to perform its obligations under this Agreement in compliance with the Act. 6.2 Each party warrants to the other that: 6.2.1 it is, and at all times during the term of this Agreement will be, adequately and appropriately registered under the Act in order to comply with its obligations under this Agreement; and 6.2.2 it will at all times during the term of this Agreement comply with the Act in performing its obligations under this Agreement. 7. Rights 7.1 Any Rights created by the Staff in the course of providing the Services to Novartis under this Agreement shall remain the property of Cephalon save that to the extent the same relate to Novartis Products they shall become the property of Novartis and Cephalon shall take all steps reasonably necessary to vest the same in Novartis. 7.2 Any Rights created by employees of Novartis in the course of performing the obligations of Novartis hereunder shall remain the property of Novartis save that to the extent the same relate to Cephalon Products they shall become the property of -12-

Cephalon and Novartis and shall take all steps reasonably necessary to vest the same in Cephalon. 8. Duration and Termination 8.1 This Agreement shall commence on the Commencement Date and shall continue for the Term unless

6. Data Protection 6.1 Each Party warrants to the other that all personal data held by it to be processed by the other under this Agreement has been or will be obtained and processed (in so far as such data has been or will be so processed) in accordance with the Data Protection Act 1998 (the "Act") and in a manner which permits the other to perform its obligations under this Agreement in compliance with the Act. 6.2 Each party warrants to the other that: 6.2.1 it is, and at all times during the term of this Agreement will be, adequately and appropriately registered under the Act in order to comply with its obligations under this Agreement; and 6.2.2 it will at all times during the term of this Agreement comply with the Act in performing its obligations under this Agreement. 7. Rights 7.1 Any Rights created by the Staff in the course of providing the Services to Novartis under this Agreement shall remain the property of Cephalon save that to the extent the same relate to Novartis Products they shall become the property of Novartis and Cephalon shall take all steps reasonably necessary to vest the same in Novartis. 7.2 Any Rights created by employees of Novartis in the course of performing the obligations of Novartis hereunder shall remain the property of Novartis save that to the extent the same relate to Cephalon Products they shall become the property of -12-

Cephalon and Novartis and shall take all steps reasonably necessary to vest the same in Cephalon. 8. Duration and Termination 8.1 This Agreement shall commence on the Commencement Date and shall continue for the Term unless terminated in accordance with Clause 9. 9. Termination 9.1 Either party may terminate this Agreement on 30 (thirty) days' written notice to the other if Control of the other or any of that Party's Controllers shall pass from the present shareholders or owners or Controllers to other persons, 9.2 Without prejudice to any right or remedy that either Party may have against the other for breach or nonperformance of this Agreement, either Party shall have the right to terminate the Agreement immediately: 9.2.1 On the other party committing a breach of any of the provisions of any of the Agreement providing that (where the breach is capable of rectification) the Party in breach has been advised in writing of the breach and has not rectified in within 30 (thirty) days of receipt of such advice, or 9.2.2 If an Insolvency Event occurs in relation to the other Party. -139.3 All provisions which expressly or impliedly survive the termination of this Agreement shall remain in force notwithstanding the expiry or termination of this Agreement. Consequences of Termination Upon termination of this Agreement, Cephalon shall immediately cease to

10. 10.1

Cephalon and Novartis and shall take all steps reasonably necessary to vest the same in Cephalon. 8. Duration and Termination 8.1 This Agreement shall commence on the Commencement Date and shall continue for the Term unless terminated in accordance with Clause 9. 9. Termination 9.1 Either party may terminate this Agreement on 30 (thirty) days' written notice to the other if Control of the other or any of that Party's Controllers shall pass from the present shareholders or owners or Controllers to other persons, 9.2 Without prejudice to any right or remedy that either Party may have against the other for breach or nonperformance of this Agreement, either Party shall have the right to terminate the Agreement immediately: 9.2.1 On the other party committing a breach of any of the provisions of any of the Agreement providing that (where the breach is capable of rectification) the Party in breach has been advised in writing of the breach and has not rectified in within 30 (thirty) days of receipt of such advice, or 9.2.2 If an Insolvency Event occurs in relation to the other Party. -139.3 All provisions which expressly or impliedly survive the termination of this Agreement shall remain in force notwithstanding the expiry or termination of this Agreement. Consequences of Termination Upon termination of this Agreement, Cephalon shall immediately cease to provide the Services. In the event of termination of this Agreement (other than following a breach of contract by Cephalon), Novartis shall pay to Cephalon all costs of Cephalon associated with such termination including, without limitation, all transition costs Cephalon incurs in redeploying Staff. Exclusion Of Implied Warranties warranties, conditions and representations in relation to the Services to be provided by Cephalon except as expressly provided herein and any other obligation of Cephalon under this Agreement, whether express or implied by statute, custom, law or usage, are expressly excluded from this Agreement. Indemnity If any claim against either Party, its Affiliates, recognised distributors or agents (the "Indemnified Party") is brought by reason of the fact that any Product belonging to the other Party (Cephalon Products where Novartis is the Indemnified Party and Novartis Products where Cephalon. is the Indemnified Party) has caused illness,

10. 10.1

10.2

11. All

12. 12.1

-14death or bodily injury, then unless such claim is a result solely of the gross negligence or misconduct of the Indemnified Party, Novartis or Cephalon (as the case may be) shall indemnify the other and its Affiliates for any and all liabilities, claims, damages and costs incurred or suffered by the other Party or its Affiliates or recognised distributors, and for any and all other liabilities, claims, damages and costs suffered by such Party or its Affiliates, as a result of any associated Product recall, final packaging and similar costs associated with such Product. Such indemnity will include the reimbursement of the legal expenses

9.3

All provisions which expressly or impliedly survive the termination of this Agreement shall remain in force notwithstanding the expiry or termination of this Agreement. Consequences of Termination Upon termination of this Agreement, Cephalon shall immediately cease to provide the Services. In the event of termination of this Agreement (other than following a breach of contract by Cephalon), Novartis shall pay to Cephalon all costs of Cephalon associated with such termination including, without limitation, all transition costs Cephalon incurs in redeploying Staff. Exclusion Of Implied Warranties warranties, conditions and representations in relation to the Services to be provided by Cephalon except as expressly provided herein and any other obligation of Cephalon under this Agreement, whether express or implied by statute, custom, law or usage, are expressly excluded from this Agreement. Indemnity If any claim against either Party, its Affiliates, recognised distributors or agents (the "Indemnified Party") is brought by reason of the fact that any Product belonging to the other Party (Cephalon Products where Novartis is the Indemnified Party and Novartis Products where Cephalon. is the Indemnified Party) has caused illness,

10. 10.1

10.2

11. All

12. 12.1

-14death or bodily injury, then unless such claim is a result solely of the gross negligence or misconduct of the Indemnified Party, Novartis or Cephalon (as the case may be) shall indemnify the other and its Affiliates for any and all liabilities, claims, damages and costs incurred or suffered by the other Party or its Affiliates or recognised distributors, and for any and all other liabilities, claims, damages and costs suffered by such Party or its Affiliates, as a result of any associated Product recall, final packaging and similar costs associated with such Product. Such indemnity will include the reimbursement of the legal expenses reasonably incurred in contesting or defending such claim. 12.2 Each Party shall give the other Party prompt written notice of any claim or threat of claim it receives with respect to any matter for which it or its Affiliates may be entitled to indemnification, and the indemnifying Party shall thereafter defend or settle any such claim at its sole expense, and with counsel selected by the indemnifying Party and reasonably acceptable to the Indemnified Party. In the defence or settlement of any such claim, the Indemnified Party shall cooperate with and assist the indemnifying Party to the extent reasonably possible, but the indemnifying Party shall bear and pay any and all expenses incurred by the Indemnified Party in providing such cooperation and assistance, either directly or upon request of the Indemnified Party who has incurred such expense. Failure to give notice shall not constitute a defence, in whole or in part, to any claim by the Indemnified Party hereunder except to the extent the rights of the indemnifying Party are materially prejudiced by such failure to give notice. Force Majeure

13.

-1513.1 If a Party (the "Non-Performing Party") is unable to carry out any of its obligations under this Agreement due to Force Majeure this Agreement shall remain in effect but:13.1.1 the Non-Performing Party's relevant obligations under this Agreement; and 13.1.2 the relevant obligations of the other Party ("the Innocent Party")

death or bodily injury, then unless such claim is a result solely of the gross negligence or misconduct of the Indemnified Party, Novartis or Cephalon (as the case may be) shall indemnify the other and its Affiliates for any and all liabilities, claims, damages and costs incurred or suffered by the other Party or its Affiliates or recognised distributors, and for any and all other liabilities, claims, damages and costs suffered by such Party or its Affiliates, as a result of any associated Product recall, final packaging and similar costs associated with such Product. Such indemnity will include the reimbursement of the legal expenses reasonably incurred in contesting or defending such claim. 12.2 Each Party shall give the other Party prompt written notice of any claim or threat of claim it receives with respect to any matter for which it or its Affiliates may be entitled to indemnification, and the indemnifying Party shall thereafter defend or settle any such claim at its sole expense, and with counsel selected by the indemnifying Party and reasonably acceptable to the Indemnified Party. In the defence or settlement of any such claim, the Indemnified Party shall cooperate with and assist the indemnifying Party to the extent reasonably possible, but the indemnifying Party shall bear and pay any and all expenses incurred by the Indemnified Party in providing such cooperation and assistance, either directly or upon request of the Indemnified Party who has incurred such expense. Failure to give notice shall not constitute a defence, in whole or in part, to any claim by the Indemnified Party hereunder except to the extent the rights of the indemnifying Party are materially prejudiced by such failure to give notice. Force Majeure

13.

-1513.1 If a Party (the "Non-Performing Party") is unable to carry out any of its obligations under this Agreement due to Force Majeure this Agreement shall remain in effect but:13.1.1 the Non-Performing Party's relevant obligations under this Agreement; and 13.1.2 the relevant obligations of the other Party ("the Innocent Party") under this Agreement, shall be suspended for a period equal to the circumstance of Force Majeure or 3 months whichever is the shorter provided that:(a) the suspension of performance is of no greater scope than is required by the Force Majeure; the Non-Performing Party gives the Innocent Party prompt notice describing the circumstance of Force Majeure, including the nature of the occurrence and its expected duration, and continues to furnish regular reports during the period of Force Majeure; the Non-Performing Party uses all reasonable efforts to remedy its inability to perform and to mitigate the effects of the circumstance of Force Majeure; and

(b)

(c)

-16-

(d) a soon as practicable after the event which constitutes Force
Majeure the Parties discuss how best to continue their operations as far as possible in accordance with this Agreement. 14. 14.1 Sub-contracting Cephalon may subcontract the performance of some or all of its obligations

13.1

If a Party (the "Non-Performing Party") is unable to carry out any of its obligations under this Agreement due to Force Majeure this Agreement shall remain in effect but:13.1.1 the Non-Performing Party's relevant obligations under this Agreement; and 13.1.2 the relevant obligations of the other Party ("the Innocent Party") under this Agreement, shall be suspended for a period equal to the circumstance of Force Majeure or 3 months whichever is the shorter provided that:(a) the suspension of performance is of no greater scope than is required by the Force Majeure; the Non-Performing Party gives the Innocent Party prompt notice describing the circumstance of Force Majeure, including the nature of the occurrence and its expected duration, and continues to furnish regular reports during the period of Force Majeure; the Non-Performing Party uses all reasonable efforts to remedy its inability to perform and to mitigate the effects of the circumstance of Force Majeure; and

(b)

(c)

-16-

(d) a soon as practicable after the event which constitutes Force
Majeure the Parties discuss how best to continue their operations as far as possible in accordance with this Agreement. 14. 14.1 Sub-contracting Cephalon may subcontract the performance of some or all of its obligations hereunder to third parties provided always that Cephalon shall remain responsible for ensuring such obligations are complied with in accordance with the terms of this Agreement If Novartis shall be dissatisfied with the performance of services by Cephalon's sub-contractors, the parties shall in good faith consider measures to address the causes of such dissatisfaction. If notwithstanding such measures (or if no measures are appropriate), Cephalon will terminate the services of such subcontractor forthwith upon being required to do so by Novartis and shall appoint a replacement sub-contractor nominated by Novartis. Notices Any notice to be given in connection with this Agreement shall be in writing and shall be deemed duly served if delivered personally or sent by first class or recorded delivery post or by facsimile to the Company Secretary at the address of the Party concerned which is set out in this Agreement or as may be notified to the other Party in accordance with the provisions of this Clause. Any notices which are sent

14.2

15. 15.1

-17by e-mail shall not be valid unless and until confirmed by personal delivery, first class or recorded delivery post or by facsimile. 15.2 Any such notice shall be deemed to be served: 15.2.1 if delivered personally, on the day on which it is delivered; 15.2.2 if sent by post, 5 Working Days after the time of posting;

(d) a soon as practicable after the event which constitutes Force
Majeure the Parties discuss how best to continue their operations as far as possible in accordance with this Agreement. 14. 14.1 Sub-contracting Cephalon may subcontract the performance of some or all of its obligations hereunder to third parties provided always that Cephalon shall remain responsible for ensuring such obligations are complied with in accordance with the terms of this Agreement If Novartis shall be dissatisfied with the performance of services by Cephalon's sub-contractors, the parties shall in good faith consider measures to address the causes of such dissatisfaction. If notwithstanding such measures (or if no measures are appropriate), Cephalon will terminate the services of such subcontractor forthwith upon being required to do so by Novartis and shall appoint a replacement sub-contractor nominated by Novartis. Notices Any notice to be given in connection with this Agreement shall be in writing and shall be deemed duly served if delivered personally or sent by first class or recorded delivery post or by facsimile to the Company Secretary at the address of the Party concerned which is set out in this Agreement or as may be notified to the other Party in accordance with the provisions of this Clause. Any notices which are sent

14.2

15. 15.1

-17by e-mail shall not be valid unless and until confirmed by personal delivery, first class or recorded delivery post or by facsimile. 15.2 Any such notice shall be deemed to be served: 15.2.1 if delivered personally, on the day on which it is delivered; 15.2.2 if sent by post, 5 Working Days after the time of posting; 15.2.3 if sent by facsimile, on acknowledgement by the recipient's facsimile receiving equipment on a Working Day if the acknowledgement occurs before 1700 hours local time of the recipient and in any other case on the following Business Day. 16. 16.1 Relationship of Parties This Agreement shall not operate so as to create any of the following relationships between the Parties: 16.1.1 partnership; 16.1.2 agency; 16.1.3 joint venture; or 16.1.4 employer/employee. 16.2 This Agreement shall not permit or authorise either Party to: 16.2.1 incur any expenses on behalf of the other Party;

-1816.2.2 enter into any commitment or make any representation or warranty on behalf of the other Party;

by e-mail shall not be valid unless and until confirmed by personal delivery, first class or recorded delivery post or by facsimile. 15.2 Any such notice shall be deemed to be served: 15.2.1 if delivered personally, on the day on which it is delivered; 15.2.2 if sent by post, 5 Working Days after the time of posting; 15.2.3 if sent by facsimile, on acknowledgement by the recipient's facsimile receiving equipment on a Working Day if the acknowledgement occurs before 1700 hours local time of the recipient and in any other case on the following Business Day. 16. 16.1 Relationship of Parties This Agreement shall not operate so as to create any of the following relationships between the Parties: 16.1.1 partnership; 16.1.2 agency; 16.1.3 joint venture; or 16.1.4 employer/employee. 16.2 This Agreement shall not permit or authorise either Party to: 16.2.1 incur any expenses on behalf of the other Party;

-1816.2.2 enter into any commitment or make any representation or warranty on behalf of the other Party; 16.2.3 pledge the credit of, or otherwise bind or oblige the other Party; or 16.2.4 commit the other Party in any way whatsoever without in each case obtaining the other Party's prior written consent. 17. 17.1 Waiver In no event shall any delay, failure or omission on the part of any Party in enforcing exercising or pursuing any right, power, privilege, claim or remedy, which is conferred by this Agreement, or arises under this Agreement, or arises from any breach by the other Party to this Agreement of any of its obligations tinder this Agreement, be deemed to be or be construed as: 17.1.1 a waiver thereof, or of any other such right power privilege claim or remedy, in respect of the particular circumstances in question; or 17.1.2 operate so as to bar the enforcement or exercise thereof, or of any other such right, power, privilege, claim or remedy, in any other instance at any time or times afterwards. 18. Severability Any provision of this Agreement which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability

-19-

16.2.2 enter into any commitment or make any representation or warranty on behalf of the other Party; 16.2.3 pledge the credit of, or otherwise bind or oblige the other Party; or 16.2.4 commit the other Party in any way whatsoever without in each case obtaining the other Party's prior written consent. 17. 17.1 Waiver In no event shall any delay, failure or omission on the part of any Party in enforcing exercising or pursuing any right, power, privilege, claim or remedy, which is conferred by this Agreement, or arises under this Agreement, or arises from any breach by the other Party to this Agreement of any of its obligations tinder this Agreement, be deemed to be or be construed as: 17.1.1 a waiver thereof, or of any other such right power privilege claim or remedy, in respect of the particular circumstances in question; or 17.1.2 operate so as to bar the enforcement or exercise thereof, or of any other such right, power, privilege, claim or remedy, in any other instance at any time or times afterwards. 18. Severability Any provision of this Agreement which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability

-19-

without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction 19. Third Party Rights Nothing in this Agreement is intended to confer on any person any right to enforce any term of this Agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999. 20. Governing Law This Agreement is governed by and shall be construed in accordance with the laws of England and the Parties hereby submit to the non-exclusive jurisdiction of the English Courts . 21. Transmission of Rights Neither Party shall assign the benefit and/or the burden of this Agreement to any third party without the prior written consent of the other. 22. Variations Except as provided herein, this Agreement may not be amended, varied or modified except in writing signed by a duly authorised officer or representative of each of the Parties. -20-

23. Counterparts

without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction 19. Third Party Rights Nothing in this Agreement is intended to confer on any person any right to enforce any term of this Agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999. 20. Governing Law This Agreement is governed by and shall be construed in accordance with the laws of England and the Parties hereby submit to the non-exclusive jurisdiction of the English Courts . 21. Transmission of Rights Neither Party shall assign the benefit and/or the burden of this Agreement to any third party without the prior written consent of the other. 22. Variations Except as provided herein, this Agreement may not be amended, varied or modified except in writing signed by a duly authorised officer or representative of each of the Parties. -20-

23. Counterparts This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which when so executed shall be an original of this Agreement, and all of which shall together constitute one and the same instrument. Complete sets of counterparts shall be lodged with each Party. -21-

IN WITNESS WHEREOF the parties have executed this Agreement the day and year first above written.
SIGNED by for and on behalf of CEPHALON (UK) LIMITED in the presence of: Mary Lou Geis SIGNED by for and on behalf of NOVARTIS PHARMACEUTICALS UK LIMITED in the presence of: ) ) J. Kevin Buchi ) )

) ) Adrain Adams ) ) )

Sally Shorthose -22-

Schedule 1 Services

23. Counterparts This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which when so executed shall be an original of this Agreement, and all of which shall together constitute one and the same instrument. Complete sets of counterparts shall be lodged with each Party. -21-

IN WITNESS WHEREOF the parties have executed this Agreement the day and year first above written.
SIGNED by for and on behalf of CEPHALON (UK) LIMITED in the presence of: Mary Lou Geis SIGNED by for and on behalf of NOVARTIS PHARMACEUTICALS UK LIMITED in the presence of: ) ) J. Kevin Buchi ) )

) ) Adrain Adams ) ) )

Sally Shorthose -22-

Schedule 1 Services Obligations of CEPHALON 1. Provision and maintenance of Staff, including equipment and relevant training. 2. Provision of marketing and other promotion activities. 3. Clinical and Technical Development Services - including new formulation and new agreed indication development (these being Obstructive Sleep Apnoea, attention deficit hyperactivity disorder and fatigue associated with MS). 4. Regulatory services - maintaining regulatory compliance of non-Novartis Products (not including new indication or new formulation license applications or renewals). 5. Medical Information services for ALL products (with reference to Novartis Med Info resources when necessary) and Pharmacovigilance services for all non-Novartis Products. 6. Provision of facilities (premises and associated costs) reasonably necessary to perform the Services. 7. Provision of administrative support - including administration of all activities, accounting services, IT support. 8. Conduct necessary Phase IV studies, up to budgeted levels of expenditure. 9. Such other things as may be agreed from time to time. Obligations of NOVARTIS in respect of Novartis Products in the Territory 1. Provision of adequate training to sales force in respect of the Novartis Products. 2. Provision of expertise and advice regarding marketing, promotion and development. 3. Provisions of access to information sources and databases. 4. Access to Med Info DB's etc for Medical Information and Pharmacovigilance purposes. 5. Access to all available promotion materials in the Territory. -23-

IN WITNESS WHEREOF the parties have executed this Agreement the day and year first above written.
SIGNED by for and on behalf of CEPHALON (UK) LIMITED in the presence of: Mary Lou Geis SIGNED by for and on behalf of NOVARTIS PHARMACEUTICALS UK LIMITED in the presence of: ) ) J. Kevin Buchi ) )

) ) Adrain Adams ) ) )

Sally Shorthose -22-

Schedule 1 Services Obligations of CEPHALON 1. Provision and maintenance of Staff, including equipment and relevant training. 2. Provision of marketing and other promotion activities. 3. Clinical and Technical Development Services - including new formulation and new agreed indication development (these being Obstructive Sleep Apnoea, attention deficit hyperactivity disorder and fatigue associated with MS). 4. Regulatory services - maintaining regulatory compliance of non-Novartis Products (not including new indication or new formulation license applications or renewals). 5. Medical Information services for ALL products (with reference to Novartis Med Info resources when necessary) and Pharmacovigilance services for all non-Novartis Products. 6. Provision of facilities (premises and associated costs) reasonably necessary to perform the Services. 7. Provision of administrative support - including administration of all activities, accounting services, IT support. 8. Conduct necessary Phase IV studies, up to budgeted levels of expenditure. 9. Such other things as may be agreed from time to time. Obligations of NOVARTIS in respect of Novartis Products in the Territory 1. Provision of adequate training to sales force in respect of the Novartis Products. 2. Provision of expertise and advice regarding marketing, promotion and development. 3. Provisions of access to information sources and databases. 4. Access to Med Info DB's etc for Medical Information and Pharmacovigilance purposes. 5. Access to all available promotion materials in the Territory. -23-

6. Regulatory advice. 7. Maintain Regulatory Compliance of all Novartis Products (not including new indication or new formulation licence applications or renewals). 8. Such other things as may be agreed from time to time. -24-

Schedule 2 Charges

Schedule 1 Services Obligations of CEPHALON 1. Provision and maintenance of Staff, including equipment and relevant training. 2. Provision of marketing and other promotion activities. 3. Clinical and Technical Development Services - including new formulation and new agreed indication development (these being Obstructive Sleep Apnoea, attention deficit hyperactivity disorder and fatigue associated with MS). 4. Regulatory services - maintaining regulatory compliance of non-Novartis Products (not including new indication or new formulation license applications or renewals). 5. Medical Information services for ALL products (with reference to Novartis Med Info resources when necessary) and Pharmacovigilance services for all non-Novartis Products. 6. Provision of facilities (premises and associated costs) reasonably necessary to perform the Services. 7. Provision of administrative support - including administration of all activities, accounting services, IT support. 8. Conduct necessary Phase IV studies, up to budgeted levels of expenditure. 9. Such other things as may be agreed from time to time. Obligations of NOVARTIS in respect of Novartis Products in the Territory 1. Provision of adequate training to sales force in respect of the Novartis Products. 2. Provision of expertise and advice regarding marketing, promotion and development. 3. Provisions of access to information sources and databases. 4. Access to Med Info DB's etc for Medical Information and Pharmacovigilance purposes. 5. Access to all available promotion materials in the Territory. -23-

6. Regulatory advice. 7. Maintain Regulatory Compliance of all Novartis Products (not including new indication or new formulation licence applications or renewals). 8. Such other things as may be agreed from time to time. -24-

Schedule 2 Charges All charges incurred in reorganising the operations of Cephalon to accommodate the provisions of this agreement, whether incurred before, during or after the term of the agreement will be chargeable The charges levied by Cephalon will be based on: i) those costs directly attributable to the services provided; and ii) in the case of fixed and non-direct costs, a proportion based |_| on either direct costs / total costs by department, or some other |_| suitable measure (i.e. floor space, activity levels) -25Schedule 3 The Products Part 1 - Cephalon Product Brand Name/Active Ingredient Pack Size (SKU)

6. Regulatory advice. 7. Maintain Regulatory Compliance of all Novartis Products (not including new indication or new formulation licence applications or renewals). 8. Such other things as may be agreed from time to time. -24-

Schedule 2 Charges All charges incurred in reorganising the operations of Cephalon to accommodate the provisions of this agreement, whether incurred before, during or after the term of the agreement will be chargeable The charges levied by Cephalon will be based on: i) those costs directly attributable to the services provided; and ii) in the case of fixed and non-direct costs, a proportion based |_| on either direct costs / total costs by department, or some other |_| suitable measure (i.e. floor space, activity levels) -25Schedule 3 The Products Part 1 - Cephalon Product Brand Name/Active Ingredient PROVIGIL/modafanil Pack Size (SKU) 100mg tabs - 30

Part II - Novartis Products Brand Name/Active Ingredient ANAFRANIL - clomipramine hydrochloride Pack Size (SKU) 10mg caps - 84 25mg caps - 84 50mg caps - 56 ANAFRANIL SR ANAFRANIL SYRUP ANAFRANIL INJECTION LIORESAL - baclofen LIORESAL LIQUID (excluding sales for use in intrathecal pumps) RITALIN - methylphenidate TEGRETOL - carbamazepine 75mg tab - 28 25mg/5ml - 150ml 25mg/25ml amp - 10 10mg tab - 84 5mg/5ml - 300ml

10mg tab - 30 100mg tab - 84 200mg tab - 84 400mg tab - 56

TEGRETOL CHEWTAB

100mg - 56

200mg - 56

Schedule 2 Charges All charges incurred in reorganising the operations of Cephalon to accommodate the provisions of this agreement, whether incurred before, during or after the term of the agreement will be chargeable The charges levied by Cephalon will be based on: i) those costs directly attributable to the services provided; and ii) in the case of fixed and non-direct costs, a proportion based |_| on either direct costs / total costs by department, or some other |_| suitable measure (i.e. floor space, activity levels) -25Schedule 3 The Products Part 1 - Cephalon Product Brand Name/Active Ingredient PROVIGIL/modafanil Pack Size (SKU) 100mg tabs - 30

Part II - Novartis Products Brand Name/Active Ingredient ANAFRANIL - clomipramine hydrochloride Pack Size (SKU) 10mg caps - 84 25mg caps - 84 50mg caps - 56 ANAFRANIL SR ANAFRANIL SYRUP ANAFRANIL INJECTION LIORESAL - baclofen LIORESAL LIQUID (excluding sales for use in intrathecal pumps) RITALIN - methylphenidate TEGRETOL - carbamazepine 75mg tab - 28 25mg/5ml - 150ml 25mg/25ml amp - 10 10mg tab - 84 5mg/5ml - 300ml

10mg tab - 30 100mg tab - 84 200mg tab - 84 400mg tab - 56

TEGRETOL CHEWTAB

100mg - 56

200mg - 56 -26TEGRETOL RETARD 200mg - 56 400 mg - 56 TEGRETOL LIQUID TEGRETOL SUPPS 100mg/5ml - 300ml 125mg - 5

Schedule 3 The Products Part 1 - Cephalon Product Brand Name/Active Ingredient PROVIGIL/modafanil Pack Size (SKU) 100mg tabs - 30

Part II - Novartis Products Brand Name/Active Ingredient ANAFRANIL - clomipramine hydrochloride Pack Size (SKU) 10mg caps - 84 25mg caps - 84 50mg caps - 56 ANAFRANIL SR ANAFRANIL SYRUP ANAFRANIL INJECTION LIORESAL - baclofen LIORESAL LIQUID (excluding sales for use in intrathecal pumps) RITALIN - methylphenidate TEGRETOL - carbamazepine 75mg tab - 28 25mg/5ml - 150ml 25mg/25ml amp - 10 10mg tab - 84 5mg/5ml - 300ml

10mg tab - 30 100mg tab - 84 200mg tab - 84 400mg tab - 56

TEGRETOL CHEWTAB

100mg - 56

200mg - 56 -26TEGRETOL RETARD 200mg - 56 400 mg - 56 TEGRETOL LIQUID TEGRETOL SUPPS 100mg/5ml - 300ml 125mg - 5

250mg - 5 The Products shall include essentially similar products. -27Exhibit 10.17(b) Dated 27th November 2000 CEPHALON INC - and NOVARTIS AG

TEGRETOL RETARD

200mg - 56 400 mg - 56

TEGRETOL LIQUID TEGRETOL SUPPS

100mg/5ml - 300ml 125mg - 5

250mg - 5 The Products shall include essentially similar products. -27Exhibit 10.17(b) Dated 27th November 2000 CEPHALON INC - and NOVARTIS AG LICENCE AGREEMENT CMS Cameron McKenna Mitre House 160 Aldersgate Street London EC1A 4DD T +44(0)20 7367 3000 F +44(0)20 7367 2000 Doc Ref: (51770166.06) **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Table of Contents 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. Definitions and Interpretation....................................1 The Licence/Term..................................................3 Trademarks........................................................4 Product Licences..................................................5 Warranties........................................................5 Payments..........................................................6 Force Majeure.....................................................6 Termination.......................................................7 Confidential Information..........................................7 Notices...........................................................8 Relationship of Parties...........................................8 Waiver............................................................9 Severability......................................................9 Governing Law....................................................10 Transmission of Rights...........................................10 Counterparts.....................................................10 Third Party Rights...............................................10 Variations.......................................................10

SCHEDULE 1 Products...................................................12 SCHEDULE 2 Trade Marks................................................13

**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Exhibit 10.17(b) Dated 27th November 2000 CEPHALON INC - and NOVARTIS AG LICENCE AGREEMENT CMS Cameron McKenna Mitre House 160 Aldersgate Street London EC1A 4DD T +44(0)20 7367 3000 F +44(0)20 7367 2000 Doc Ref: (51770166.06) **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Table of Contents 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. Definitions and Interpretation....................................1 The Licence/Term..................................................3 Trademarks........................................................4 Product Licences..................................................5 Warranties........................................................5 Payments..........................................................6 Force Majeure.....................................................6 Termination.......................................................7 Confidential Information..........................................7 Notices...........................................................8 Relationship of Parties...........................................8 Waiver............................................................9 Severability......................................................9 Governing Law....................................................10 Transmission of Rights...........................................10 Counterparts.....................................................10 Third Party Rights...............................................10 Variations.......................................................10

SCHEDULE 1 Products...................................................12 SCHEDULE 2 Trade Marks................................................13

**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

THIS LICENCE is made on 27th November 2000 BETWEEN (1) NOVARTIS AG a company incorporated in Basel Switzerland whose principal office is at Lichstrasse 35 CH-45056 Basel Switzerland ("Novartis"); and (2) CEPHALON, INC. a company incorporated in Delaware, USA whose principal office is at 145, Brandywine Parkway, West Chester, Pennsylvania, 19380-4245, USA ("Cephalon"). WHEREAS (A) The parties hereto are both engaged in the manufacture, marketing, distribution and sale of pharmaceutical products.

Table of Contents 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. Definitions and Interpretation....................................1 The Licence/Term..................................................3 Trademarks........................................................4 Product Licences..................................................5 Warranties........................................................5 Payments..........................................................6 Force Majeure.....................................................6 Termination.......................................................7 Confidential Information..........................................7 Notices...........................................................8 Relationship of Parties...........................................8 Waiver............................................................9 Severability......................................................9 Governing Law....................................................10 Transmission of Rights...........................................10 Counterparts.....................................................10 Third Party Rights...............................................10 Variations.......................................................10

SCHEDULE 1 Products...................................................12 SCHEDULE 2 Trade Marks................................................13

**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

THIS LICENCE is made on 27th November 2000 BETWEEN (1) NOVARTIS AG a company incorporated in Basel Switzerland whose principal office is at Lichstrasse 35 CH-45056 Basel Switzerland ("Novartis"); and (2) CEPHALON, INC. a company incorporated in Delaware, USA whose principal office is at 145, Brandywine Parkway, West Chester, Pennsylvania, 19380-4245, USA ("Cephalon"). WHEREAS (A) The parties hereto are both engaged in the manufacture, marketing, distribution and sale of pharmaceutical products. (B) Novartis wishes to license to Cephalon the trademarks and product licences to certain of its products and to grant Cephalon the right to market and sell those products in the Territory (as hereinafter defined) for a period of 10 years. NOW IT IS AGREED as follows:1. Definitions and Interpretation 1.1 In this Licence the following terms shall have the following meanings: "Affiliate" means any company, partnership or other entity which directly or indirectly Controls, is Controlled by or is under common Control with the Party in question including as a Subsidiary or Holding Company; "Commencement Date" means 1 January 2001; "Control" means the ownership (direct or indirect) of more than 50% of the issued share capital, or the legal power to direct or cause the direction of the general management and policies of the Party in question and "Controlled" and "Controller" shall be construed accordingly;

THIS LICENCE is made on 27th November 2000 BETWEEN (1) NOVARTIS AG a company incorporated in Basel Switzerland whose principal office is at Lichstrasse 35 CH-45056 Basel Switzerland ("Novartis"); and (2) CEPHALON, INC. a company incorporated in Delaware, USA whose principal office is at 145, Brandywine Parkway, West Chester, Pennsylvania, 19380-4245, USA ("Cephalon"). WHEREAS (A) The parties hereto are both engaged in the manufacture, marketing, distribution and sale of pharmaceutical products. (B) Novartis wishes to license to Cephalon the trademarks and product licences to certain of its products and to grant Cephalon the right to market and sell those products in the Territory (as hereinafter defined) for a period of 10 years. NOW IT IS AGREED as follows:1. Definitions and Interpretation 1.1 In this Licence the following terms shall have the following meanings: "Affiliate" means any company, partnership or other entity which directly or indirectly Controls, is Controlled by or is under common Control with the Party in question including as a Subsidiary or Holding Company; "Commencement Date" means 1 January 2001; "Control" means the ownership (direct or indirect) of more than 50% of the issued share capital, or the legal power to direct or cause the direction of the general management and policies of the Party in question and "Controlled" and "Controller" shall be construed accordingly; "End Users" means customers who are not reselling the Products to third parties; "Force Majeure" means in relation to any Party any event or circumstance which is beyond the reasonable control of that Party which event that Party could not reasonably be expected to have taken into account at the date of this Licence -1**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

including acts of God, war, riot, civil commotion, any overriding emergency, fire, flood, storm and industrial dispute (other than industrial dispute affecting only the employees of the Party suffering the event of force majeure or any of its agents or subcontractors); "Party" means Cephalon or Novartis (or their respective successors); "Product Licence" means the authorisation for the sale and marketing of the Products in the Territory granted by a Governmental or Regulatory Authority as may be varied from time to time by Novartis; "Products" means the Products listed in Schedule 1 together with such additions as the Parties may agree in writing;

including acts of God, war, riot, civil commotion, any overriding emergency, fire, flood, storm and industrial dispute (other than industrial dispute affecting only the employees of the Party suffering the event of force majeure or any of its agents or subcontractors); "Party" means Cephalon or Novartis (or their respective successors); "Product Licence" means the authorisation for the sale and marketing of the Products in the Territory granted by a Governmental or Regulatory Authority as may be varied from time to time by Novartis; "Products" means the Products listed in Schedule 1 together with such additions as the Parties may agree in writing; "Rights" means all or any copyright, design right, trademarks, tradenames, patents, know how, trade secrets and other intellectual property or other proprietary rights which may at any time subsist throughout all or any part of the world whether registered or otherwise including, without limitation, the Trademarks and all extensions and renewals thereof; "Term" means the period of ten years from the Commencement Date; "Territory" means the United Kingdom together with the Republic of Ireland or as may be agreed between the parties from time to time; "Trademarks" means the registered trademarks for the Products set out in Schedule 2; 1.2 In this Licence: 1.2.1 unless the context otherwise requires all references to a particular Clause, Schedule or paragraph shall be a reference to that Clause, Schedule or paragraph, in or to this Licence as it may be amended from time to time pursuant to this Licence; -2**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

1.2.2 the table of contents and headings are inserted for convenience only and shall be ignored in construing this Licence; 1.2.3 unless the contrary intention appears words importing the masculine gender shall include the feminine and vice versa and words in the singular include the plural and vice versa; 1.2.4 unless the contrary intention appears words denoting persons shall include any individual, partnership, company, corporation, joint venture, trust, association (incorporated or unincorporated), organisation or other entity, in each case whether or not having separate legal personality; 1.2.5 reference to any statute or regulation includes any modification or re-enactment of that statute or regulation; and 1.2.6 reference to the words "include" or "including" are to be construed without limitation to the generality of the preceding words. 2. The Licence/Term 2.1 Novartis hereby grants Cephalon a licence to promote, market, sell, and distribute the Products in the Territory under the Trademarks and in accordance with the Product Licences, together with a right to sub-license the same to its Affiliates or to Novartis and its Affiliates.

1.2.2 the table of contents and headings are inserted for convenience only and shall be ignored in construing this Licence; 1.2.3 unless the contrary intention appears words importing the masculine gender shall include the feminine and vice versa and words in the singular include the plural and vice versa; 1.2.4 unless the contrary intention appears words denoting persons shall include any individual, partnership, company, corporation, joint venture, trust, association (incorporated or unincorporated), organisation or other entity, in each case whether or not having separate legal personality; 1.2.5 reference to any statute or regulation includes any modification or re-enactment of that statute or regulation; and 1.2.6 reference to the words "include" or "including" are to be construed without limitation to the generality of the preceding words. 2. The Licence/Term 2.1 Novartis hereby grants Cephalon a licence to promote, market, sell, and distribute the Products in the Territory under the Trademarks and in accordance with the Product Licences, together with a right to sub-license the same to its Affiliates or to Novartis and its Affiliates. 2.2 This Agreement shall commence on the Commencement Date and continue for the Term, provided that the provisions of Clauses 2.3 and 2.4 shall expire on the fifth anniversary of the Commencement Date unless renewed by specific agreement between the Parties. 2.3 The licence granted to Cephalon shall be exclusive and Novartis will not appoint in the Territory any other distributor or reseller of the Products nor, except as provided in Clause 2.2, will it directly supply for its own account any Product to distributors, resellers or End Users located within the Territory. -3**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

2.4 Cephalon will purchase all its requirements of the Products from Novartis. 3. Trademarks 3.1 Novartis will maintain the existing registrations of the Trademarks and Cephalon will provide, at the request of Novartis, all necessary assistance in maintaining such registrations. 3.2 Cephalon: 3.2.1 Shall not do or omit to do anything to diminish the rights of Novartis in the Trademarks or impair any registration of the Trademarks 3.2.2 Will comply with all regulations and practices in force or use in the Territory to safeguard Novartis' rights in the Trademarks 3.2.3 Acknowledges that Novartis is the owner of the Trademarks and that Cephalon shall not dispute or challenge the validity of the Trademarks or the rights of Novartis to the Trademarks during the term of this Licence and that any goodwill derived from the use by Cephalon of the Trademarks shall accrue to Novartis 3.3 Each Party must promptly notify the other of any actual or suspected infringement within the Territory of the Trademarks that comes to its attention. Cephalon shall co-operate fully with Novartis in taking all steps required

2.4 Cephalon will purchase all its requirements of the Products from Novartis. 3. Trademarks 3.1 Novartis will maintain the existing registrations of the Trademarks and Cephalon will provide, at the request of Novartis, all necessary assistance in maintaining such registrations. 3.2 Cephalon: 3.2.1 Shall not do or omit to do anything to diminish the rights of Novartis in the Trademarks or impair any registration of the Trademarks 3.2.2 Will comply with all regulations and practices in force or use in the Territory to safeguard Novartis' rights in the Trademarks 3.2.3 Acknowledges that Novartis is the owner of the Trademarks and that Cephalon shall not dispute or challenge the validity of the Trademarks or the rights of Novartis to the Trademarks during the term of this Licence and that any goodwill derived from the use by Cephalon of the Trademarks shall accrue to Novartis 3.3 Each Party must promptly notify the other of any actual or suspected infringement within the Territory of the Trademarks that comes to its attention. Cephalon shall co-operate fully with Novartis in taking all steps required by Novartis, in its sole discretion, in connection with the infringement. Novartis will be responsible for the cost of any legal proceedings it requires and is entitled to any damages, account of profits and/or aware of costs recovered. -4**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

4. Product Licences 4.1 Novartis will ensure the maintenance as far as possible of the existing registrations of the Product Licences provided, however, that Novartis shall have the right to amend the same in the normal course of business after consultation with Cephalon. 4.2 Cephalon: 4.2.1 Shall not do anything to diminish the rights of Novartis in the Product Licences or impair any registration of the Product Licences; 4.2.2 Will comply with all regulations and practices in force or use in the Territory to safeguard Novartis' rights in the Product Licences. 5. Warranties 5.1 Novartis hereby represents and warrants to Cephalon that at the date of this Licence: 5.1.1 That it is entitled to grant this Licence to Cephalon. 5.1.2 The execution of the Licence and the performance of Novartis' obligations thereunder to Novartis' best knowledge and belief (i) does not conflict with or violate any requirement of applicable laws or regulations, (ii) does not conflict with, or constitute a default under, any contractual or other obligation of Novartis and (iii) will not infringe the Rights of any third party. 5.1.3 Novartis has not granted to any third party any sub-licence or other interest of any kind (including any

4. Product Licences 4.1 Novartis will ensure the maintenance as far as possible of the existing registrations of the Product Licences provided, however, that Novartis shall have the right to amend the same in the normal course of business after consultation with Cephalon. 4.2 Cephalon: 4.2.1 Shall not do anything to diminish the rights of Novartis in the Product Licences or impair any registration of the Product Licences; 4.2.2 Will comply with all regulations and practices in force or use in the Territory to safeguard Novartis' rights in the Product Licences. 5. Warranties 5.1 Novartis hereby represents and warrants to Cephalon that at the date of this Licence: 5.1.1 That it is entitled to grant this Licence to Cephalon. 5.1.2 The execution of the Licence and the performance of Novartis' obligations thereunder to Novartis' best knowledge and belief (i) does not conflict with or violate any requirement of applicable laws or regulations, (ii) does not conflict with, or constitute a default under, any contractual or other obligation of Novartis and (iii) will not infringe the Rights of any third party. 5.1.3 Novartis has not granted to any third party any sub-licence or other interest of any kind (including any charge, lien or encumbrance) in respect of the Products which would affect Cephalon's rights under the Licence. 5.2 Cephalon hereby represents and warrants to Novartis that at the date of this Licence: -5**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

5.2.1 Cephalon has the full legal right to enter into the Licence and to perform its obligations thereunder. 5.2.2 The execution and delivery of the Licence and the performance of Cephalon's obligations thereunder to Cephalon's best knowledge and belief (i) does not conflict with or violate any requirement of applicable laws or regulations, (ii) does not conflict with, or constitute a default under, any contractual or other obligation of Cephalon and (iii) will not infringe the Rights of any third party. 5.2.3 Cephalon shall use all reasonable efforts to market, promote, sell and distribute the Products in the Territory. 6. Payments In consideration of the grant of the licence from Novartis to Cephalon in respect of the Products Cephalon shall pay the sum of [**] in three equal payments of [**] payable on 1 January 2001, 31 December 2001 and 31 December 2002. 7. Force Majeure 7.1 If a Party (the "Non-Performing Party") is unable to carry out any of its obligations under this Licence due to Force Majeure this Licence shall remain in effect but:-

5.2.1 Cephalon has the full legal right to enter into the Licence and to perform its obligations thereunder. 5.2.2 The execution and delivery of the Licence and the performance of Cephalon's obligations thereunder to Cephalon's best knowledge and belief (i) does not conflict with or violate any requirement of applicable laws or regulations, (ii) does not conflict with, or constitute a default under, any contractual or other obligation of Cephalon and (iii) will not infringe the Rights of any third party. 5.2.3 Cephalon shall use all reasonable efforts to market, promote, sell and distribute the Products in the Territory. 6. Payments In consideration of the grant of the licence from Novartis to Cephalon in respect of the Products Cephalon shall pay the sum of [**] in three equal payments of [**] payable on 1 January 2001, 31 December 2001 and 31 December 2002. 7. Force Majeure 7.1 If a Party (the "Non-Performing Party") is unable to carry out any of its obligations under this Licence due to Force Majeure this Licence shall remain in effect but:7.1.1 the Non-Performing Party's relevant obligations under this Licence; and 7.1.2 the relevant obligations of the other Party ("the Innocent Party") under this Licence, shall be suspended for a period equal to the circumstance of Force Majeure or 3 months whichever is the shorter provided that:(a) the suspension of performance is of no greater scope than is required by the Force Majeure; (b) the Non-Performing Party gives the Innocent Party prompt notice describing the circumstances of Force Majeure, including -6**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

the nature of the occurrence and its expected duration, and continues to furnish regular reports during the period of Force Majeure; (c) the Non-Performing Party uses all reasonable efforts to remedy its inability to perform and to mitigate the effects of the circumstances of Force Majeure; and (d) as soon as practicable after the event which constitutes Force Majeure the Parties discuss how best to continue their operations as far as possible in accordance with this Licence 8. Termination This agreement shall expire at the end of the Term unless terminated earlier pursuant to the prior agreement of the Parties. 9. Confidential Information 9.1 Each Party shall treat (both during and after the subsistence of this Licence) as confidential all know-how and confidential information of the other including, without limitation, all information and data in respect of the Products supplied or made available by or on behalf of either Party, and details of trade prices at which the Products are sold between the Parties or between Affiliates of either of them (the "Confidential Information") and

the nature of the occurrence and its expected duration, and continues to furnish regular reports during the period of Force Majeure; (c) the Non-Performing Party uses all reasonable efforts to remedy its inability to perform and to mitigate the effects of the circumstances of Force Majeure; and (d) as soon as practicable after the event which constitutes Force Majeure the Parties discuss how best to continue their operations as far as possible in accordance with this Licence 8. Termination This agreement shall expire at the end of the Term unless terminated earlier pursuant to the prior agreement of the Parties. 9. Confidential Information 9.1 Each Party shall treat (both during and after the subsistence of this Licence) as confidential all know-how and confidential information of the other including, without limitation, all information and data in respect of the Products supplied or made available by or on behalf of either Party, and details of trade prices at which the Products are sold between the Parties or between Affiliates of either of them (the "Confidential Information") and neither Party shall without the prior written consent of the other: 9.1.1 exploit any part of the Confidential Information save as is reasonably necessary to enable it to perform its obligations under the Licence; 9.1.2 disclose any part of the Confidential Information (other than to Regulatory Authorities who require the same where the Party concerned is legally obliged to disclose the same or entitled to do so under this Licence) or to its employees or customers (or potential customers) who need to -7**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

know the Confidential Information for the purpose of performing their obligations under this Licence provided that: (a) such person is made aware prior to disclosure of the proprietary and confidential nature of the Confidential Information; and (b) such person owes an express duty of confidence to the
Disclosing Party which the Disclosing Party shall fully enforce. 10. 10.1 Notices Any notice to be given in connection with this Licence shall be in writing and shall be deemed duly served if delivered personally or sent by first class or recorded delivery post or by facsimile to the Company Secretary at the address of the Party concerned which is set out in this Licence or as may be notified to the other Party in accordance with the provisions of this Clause. Any notices which are sent by e-mail shall not be valid unless and until confirmed by personal delivery, first class or recorded delivery post or by facsimile. Any such notice shall be deemed to be served: 10.1.1 if delivered personally, on the day on which it is delivered;

know the Confidential Information for the purpose of performing their obligations under this Licence provided that: (a) such person is made aware prior to disclosure of the proprietary and confidential nature of the Confidential Information; and (b) such person owes an express duty of confidence to the
Disclosing Party which the Disclosing Party shall fully enforce. 10. 10.1 Notices Any notice to be given in connection with this Licence shall be in writing and shall be deemed duly served if delivered personally or sent by first class or recorded delivery post or by facsimile to the Company Secretary at the address of the Party concerned which is set out in this Licence or as may be notified to the other Party in accordance with the provisions of this Clause. Any notices which are sent by e-mail shall not be valid unless and until confirmed by personal delivery, first class or recorded delivery post or by facsimile. Any such notice shall be deemed to be served: 10.1.1 if delivered personally, on the day on which it is delivered; 10.1.2 if sent by post, 5 Business Days after the time of posting; 10.1.3 if sent by facsimile, on acknowledgement by the recipient's facsimile receiving equipment on a Business Day if the acknowledgement occurs before 1700 hours local time of the recipient and in any other case on the following Business Day. 11. 11.1 Relationship of Parties This Licence shall not permit or authorise either Party to: 11.1.1 incur any expenses on behalf of the other Party;

-8**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

11.1.2 enter into any commitment or make any representation or warranty on behalf of the other Party; 11.1.3 pledge the credit of, or otherwise bind or oblige the other Party; or 11.1.4 commit the other Party in any way whatsoever without in each case obtaining the other Party's prior written consent. 12. Waiver In no event shall any delay failure or omission on the part of any Party in enforcing exercising or pursuing any right, power, privilege, claim or remedy, which is conferred by this Licence, or arises under this Licence, or arises from any breach by the other Party to this Licence of any of its obligations under this Licence, be deemed to be or be construed as: 12.1.1 a waiver thereof, or of any other such right, power, privilege, claim or remedy, in respect of the particular circumstances in question; or

11.1.2 enter into any commitment or make any representation or warranty on behalf of the other Party; 11.1.3 pledge the credit of, or otherwise bind or oblige the other Party; or 11.1.4 commit the other Party in any way whatsoever without in each case obtaining the other Party's prior written consent. 12. Waiver In no event shall any delay failure or omission on the part of any Party in enforcing exercising or pursuing any right, power, privilege, claim or remedy, which is conferred by this Licence, or arises under this Licence, or arises from any breach by the other Party to this Licence of any of its obligations under this Licence, be deemed to be or be construed as: 12.1.1 a waiver thereof, or of any other such right, power, privilege, claim or remedy, in respect of the particular circumstances in question; or 12.1.2 operate so as to bar the enforcement or exercise thereof, or of any other such right, power, privilege, claim or remedy, in any other instance at any time or times afterwards. 13. Severability Any provision of this Licence which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction -9**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

14. 14.1

Governing Law This Licence is governed by and shall be construed in accordance with the laws of England and the Parties hereby submit to the non-exclusive jurisdiction of the English Courts. Transmission of Rights Neither Party shall assign the benefit and/or the burden of this Licence to any third Party without the prior written consent of the other.

15.

16.

Counterparts This Licence may be executed in any number of counterparts and by the Parties on separate counterparts, each of which when so executed shall be an original of this Licence, and all of which shall together constitute one and the same instrument. Complete sets of counterparts shall be lodged with each Party.

17.

Third Party Rights Nothing in this Agreement is intended to confer on any person any right to enforce any term of this Licence which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.

18.

Variations Except as provided herein, this Licence may not be amended, varied or modified except in writing signed by a duly authorised officer or representative of each of the Parties.

14. 14.1

Governing Law This Licence is governed by and shall be construed in accordance with the laws of England and the Parties hereby submit to the non-exclusive jurisdiction of the English Courts. Transmission of Rights Neither Party shall assign the benefit and/or the burden of this Licence to any third Party without the prior written consent of the other.

15.

16.

Counterparts This Licence may be executed in any number of counterparts and by the Parties on separate counterparts, each of which when so executed shall be an original of this Licence, and all of which shall together constitute one and the same instrument. Complete sets of counterparts shall be lodged with each Party.

17.

Third Party Rights Nothing in this Agreement is intended to confer on any person any right to enforce any term of this Licence which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999.

18.

Variations Except as provided herein, this Licence may not be amended, varied or modified except in writing signed by a duly authorised officer or representative of each of the Parties.

-10**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

IN WITNESS WHEREOF the parties hereto have executed this Licence on the day and year first before written.
SIGNED by for and on behalf of CEPHALON INC in the presence of: Mary Lou Geis SIGNED by for and on behalf of NOVARTIS AG in the presence of: ) )George Miller ) Reto Wittwer )Marianne Lyssser ) ) J. Kevin Buchi ) )

Sally J Shorthose -11**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

SCHEDULE 1 Products

IN WITNESS WHEREOF the parties hereto have executed this Licence on the day and year first before written.
SIGNED by for and on behalf of CEPHALON INC in the presence of: Mary Lou Geis SIGNED by for and on behalf of NOVARTIS AG in the presence of: ) )George Miller ) Reto Wittwer )Marianne Lyssser ) ) J. Kevin Buchi ) )

Sally J Shorthose -11**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

SCHEDULE 1 Products Brand Name/Active Ingredient ANAFRANIL - clomipramine hydrochloride LIORESAL - baclofen RITALIN - methylphenidate TEGRETOL - carbamazepine -12**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

SCHEDULE 2 The Trade Marks
Product ANAFRANIL LIORESAL RITALIN TEGRETOL Territory UK UK UK UK Class 5 5 5 5 Registered number 884607 853707 669833 831335 Valid until 2010 2008 2007 2007

-13**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

SCHEDULE 1 Products Brand Name/Active Ingredient ANAFRANIL - clomipramine hydrochloride LIORESAL - baclofen RITALIN - methylphenidate TEGRETOL - carbamazepine -12**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

SCHEDULE 2 The Trade Marks
Product ANAFRANIL LIORESAL RITALIN TEGRETOL Territory UK UK UK UK Class 5 5 5 5 Registered number 884607 853707 669833 831335 Valid until 2010 2008 2007 2007

-13**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Exhibit 10.17(c) Dated 27th November 2000 CEPHALON INC and NOVARTIS AG

COLLABORATION AGREEMENT

CMS Cameron McKenna Mitre House 160 Aldersgate Street London EC1A 4DD T +44(0)20 7367 3000 F +44(0)20 7367 2000

SCHEDULE 2 The Trade Marks
Product ANAFRANIL LIORESAL RITALIN TEGRETOL Territory UK UK UK UK Class 5 5 5 5 Registered number 884607 853707 669833 831335 Valid until 2010 2008 2007 2007

-13**Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Exhibit 10.17(c) Dated 27th November 2000 CEPHALON INC and NOVARTIS AG

COLLABORATION AGREEMENT

CMS Cameron McKenna Mitre House 160 Aldersgate Street London EC1A 4DD T +44(0)20 7367 3000 F +44(0)20 7367 2000 Doc Ref: (51771728.05) **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Table of Contents 1. Definitions and Interpretation..............................................1 2. The Collaboration...........................................................7 3. Ancillary Agreements and Obligations........................................8 4. Collaboration Committee.....................................................8 5. Executive Committee........................................................11 6. Disputes...................................................................12 7. Operating Committee........................................................13 8. Finance and Accounting Matters.............................................14 9. Supply of Product..........................................................16 10. Warranties................................................................16 11. Indemnity.................................................................18 12. Special Payments..........................................................20 13. Force Majeure.............................................................23

Exhibit 10.17(c) Dated 27th November 2000 CEPHALON INC and NOVARTIS AG

COLLABORATION AGREEMENT

CMS Cameron McKenna Mitre House 160 Aldersgate Street London EC1A 4DD T +44(0)20 7367 3000 F +44(0)20 7367 2000 Doc Ref: (51771728.05) **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Table of Contents 1. Definitions and Interpretation..............................................1 2. The Collaboration...........................................................7 3. Ancillary Agreements and Obligations........................................8 4. Collaboration Committee.....................................................8 5. Executive Committee........................................................11 6. Disputes...................................................................12 7. Operating Committee........................................................13 8. Finance and Accounting Matters.............................................14 9. Supply of Product..........................................................16 10. Warranties................................................................16 11. Indemnity.................................................................18 12. Special Payments..........................................................20 13. Force Majeure.............................................................23 14. Term and Termination......................................................24 15. Confidential information..................................................25 16. Competition Restrictions..................................................26 17. Medical Information and Reporting.........................................27 18. Notices...................................................................28 19. Relationship of Parties...................................................29 20. Waiver....................................................................29 21. Severability..............................................................30 22. Third Party Rights........................................................30 23. Governing Law.............................................................30 24. Transmission of Rights....................................................31 25. Whole Agreement...........................................................31 26. Variations................................................................31 27. Costs.....................................................................31 28. Publicity.................................................................31 29. Counterparts..............................................................32 Schedule 1....................................................................34 Calculation and Allocation of Collaboration Profits......................34 Schedule 2....................................................................36 The Products.............................................................36 **Certain portions of this exhibit have been omitted based upon a request for

Table of Contents 1. Definitions and Interpretation..............................................1 2. The Collaboration...........................................................7 3. Ancillary Agreements and Obligations........................................8 4. Collaboration Committee.....................................................8 5. Executive Committee........................................................11 6. Disputes...................................................................12 7. Operating Committee........................................................13 8. Finance and Accounting Matters.............................................14 9. Supply of Product..........................................................16 10. Warranties................................................................16 11. Indemnity.................................................................18 12. Special Payments..........................................................20 13. Force Majeure.............................................................23 14. Term and Termination......................................................24 15. Confidential information..................................................25 16. Competition Restrictions..................................................26 17. Medical Information and Reporting.........................................27 18. Notices...................................................................28 19. Relationship of Parties...................................................29 20. Waiver....................................................................29 21. Severability..............................................................30 22. Third Party Rights........................................................30 23. Governing Law.............................................................30 24. Transmission of Rights....................................................31 25. Whole Agreement...........................................................31 26. Variations................................................................31 27. Costs.....................................................................31 28. Publicity.................................................................31 29. Counterparts..............................................................32 Schedule 1....................................................................34 Calculation and Allocation of Collaboration Profits......................34 Schedule 2....................................................................36 The Products.............................................................36 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule 3....................................................................38 Trade Marks..............................................................38 Schedule 4....................................................................39

Collaboration Plan............................................................39

Schedule 5....................................................................40 Supply and Distribution of Novartis Products.............................40 Schedule 6....................................................................48 Part I - Collaboration Committee.........................................48 Part II - Executive Committee............................................48 Schedule 7....................................................................49

Schedule 3....................................................................38 Trade Marks..............................................................38 Schedule 4....................................................................39

Collaboration Plan............................................................39

Schedule 5....................................................................40 Supply and Distribution of Novartis Products.............................40 Schedule 6....................................................................48 Part I - Collaboration Committee.........................................48 Part II - Executive Committee............................................48 Schedule 7....................................................................49 Special Payments ...................................Error! Bookmark not defined. Schedule 8 Cephalon Licence Fee Payment.......................................50 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

THIS AGREEMENT is made on 27th November 2000 BETWEEN (1) CEPHALON, INC. a company incorporated in Delaware, USA whose principal office is at 145, Brandywine Parkway, West Chester, 19380-4245, Pennsylvania, USA ("C. Inc"); and (2) NOVARTIS AG a company incorporated in Basel Switzerland whose principal office is at Lichtstrasse 35 CH-4056 Basel Switzerland ("NAG"). WHEREAS (A) The parties hereto or their Affiliates are engaged in the manufacture, marketing, distribution and sale of pharmaceutical products. (B) By a Licence of even date herewith, NAG will license to C. Inc for a period of 10 (ten) years the Trademarks and Product Licences relating to the Novartis Products. (C) The parties wish to collaborate directly and through their respective Affiliates in the promotion and sale of certain products of each of them. NOW IT IS AGREED as follows:1. Definitions and Interpretation 1.1 In this Agreement the following terms shall have the following meanings: "Affiliate" means any company, partnership or other entity which directly or indirectly Controls, is Controlled by or is under common Control with the Party in question including as a Subsidiary or Holding Company; "Agreement" means this agreement and any and all schedules, appendices and other addenda to it as may be varied from time to time in accordance with the provisions of this Agreement.

THIS AGREEMENT is made on 27th November 2000 BETWEEN (1) CEPHALON, INC. a company incorporated in Delaware, USA whose principal office is at 145, Brandywine Parkway, West Chester, 19380-4245, Pennsylvania, USA ("C. Inc"); and (2) NOVARTIS AG a company incorporated in Basel Switzerland whose principal office is at Lichtstrasse 35 CH-4056 Basel Switzerland ("NAG"). WHEREAS (A) The parties hereto or their Affiliates are engaged in the manufacture, marketing, distribution and sale of pharmaceutical products. (B) By a Licence of even date herewith, NAG will license to C. Inc for a period of 10 (ten) years the Trademarks and Product Licences relating to the Novartis Products. (C) The parties wish to collaborate directly and through their respective Affiliates in the promotion and sale of certain products of each of them. NOW IT IS AGREED as follows:1. Definitions and Interpretation 1.1 In this Agreement the following terms shall have the following meanings: "Affiliate" means any company, partnership or other entity which directly or indirectly Controls, is Controlled by or is under common Control with the Party in question including as a Subsidiary or Holding Company; "Agreement" means this agreement and any and all schedules, appendices and other addenda to it as may be varied from time to time in accordance with the provisions of this Agreement. 1 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

"Annual Operating Plan" means the budget and operating plan of the Collaboration in respect of any particular financial year; "Cephalon" means C. Inc or any of its Affiliates as the context may require; "Cephalon Product" means the product listed in Part I of Schedule 2 together with such additions as the Parties may agree in writing to add to the Collaboration from time to time; "Collaboration" means the collaboration between Cephalon and Novartis pursuant to the Collaboration Agreements for the promotion, marketing and sale of the Products in the Territory; "Collaboration Agreements" means this Agreement, the Licence, the Distribution Agreement and the Managed Services Agreement; "Collaboration Committee" or "CC" means the committee to be established pursuant to Clause 4.1 hereof; "Collaboration Plan" means the financial plan for the Collaboration set out in Schedule 4 or the same as from time to time amended with the agreement of the Collaborators.

"Annual Operating Plan" means the budget and operating plan of the Collaboration in respect of any particular financial year; "Cephalon" means C. Inc or any of its Affiliates as the context may require; "Cephalon Product" means the product listed in Part I of Schedule 2 together with such additions as the Parties may agree in writing to add to the Collaboration from time to time; "Collaboration" means the collaboration between Cephalon and Novartis pursuant to the Collaboration Agreements for the promotion, marketing and sale of the Products in the Territory; "Collaboration Agreements" means this Agreement, the Licence, the Distribution Agreement and the Managed Services Agreement; "Collaboration Committee" or "CC" means the committee to be established pursuant to Clause 4.1 hereof; "Collaboration Plan" means the financial plan for the Collaboration set out in Schedule 4 or the same as from time to time amended with the agreement of the Collaborators. "Collaborator" means Cephalon or Novartis as the case may be. "Commencement Date" means 1 January 2001; "Control" means the ownership(direct or indirect) of more than 50% of the issued share capital, or the legal power to direct or cause the direction of the general management and policies of the Party in question and "Controlled" and "Controller" shall be construed accordingly; "Cost of Goods" means the cost of goods determined as per Schedule 1; 2 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

"Distribution Agreement" means the Agreement in the agreed terms for the supply and distribution of the Cephalon Product to be entered into pursuant to Clause 2; "Executive Committee" or "EC" means the committee to be established pursuant to Clause 5 hereof; "Force Majeure" means in relation to any Party any event or circumstance which is beyond the reasonable control of that Party which event that Party could not reasonably be expected to have taken into account at the date of this Agreement including acts of God, war, riot, civil commotion, any overriding emergency, fire, flood, storm and industrial dispute (other than industrial dispute affecting only the employees of the Party suffering the event of force majeure or any of its agents or subcontractors); "Good Manufacturing Practice" or "GMP" means the regulatory standards and principles and guidelines of good manufacturing practice in effect from time to time relating to the manufacture of medicinal products including, without limitation, standards for equipment, facilities, production and quality control established by the applicable Governmental or Regulatory Authority; "Governmental or Regulatory Authority" means any local or national agency, authority, department, court, tribunal, arbitrator, inspectorate, minister, ministry official or public or statutory person (whether autonomous or not) of, or of any government of, any country having jurisdiction over this Agreement or any of the Parties or any of the Products or in respect of the regulation of medicinal products in the Territory including the European Commission and the European Court of Justice;

"Distribution Agreement" means the Agreement in the agreed terms for the supply and distribution of the Cephalon Product to be entered into pursuant to Clause 2; "Executive Committee" or "EC" means the committee to be established pursuant to Clause 5 hereof; "Force Majeure" means in relation to any Party any event or circumstance which is beyond the reasonable control of that Party which event that Party could not reasonably be expected to have taken into account at the date of this Agreement including acts of God, war, riot, civil commotion, any overriding emergency, fire, flood, storm and industrial dispute (other than industrial dispute affecting only the employees of the Party suffering the event of force majeure or any of its agents or subcontractors); "Good Manufacturing Practice" or "GMP" means the regulatory standards and principles and guidelines of good manufacturing practice in effect from time to time relating to the manufacture of medicinal products including, without limitation, standards for equipment, facilities, production and quality control established by the applicable Governmental or Regulatory Authority; "Governmental or Regulatory Authority" means any local or national agency, authority, department, court, tribunal, arbitrator, inspectorate, minister, ministry official or public or statutory person (whether autonomous or not) of, or of any government of, any country having jurisdiction over this Agreement or any of the Parties or any of the Products or in respect of the regulation of medicinal products in the Territory including the European Commission and the European Court of Justice; "IAS" means the international generally accepted accounting principles; "Insolvency Event" means in relation to any Party any one of the following:(a) a notice shall have been issued to convene a meeting for the purpose of passing a resolution to wind up that Party or such a resolution shall have 3 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

been passed other than a resolution for the solvent reconstruction or reorganisation of that Party; or (b) a resolution (other than a resolution for the solvent reconstruction or reorganisation of that Party) shall have been passed by that Party's Directors to seek a winding up or administration order or a petition for a winding up or administration order shall have been presented against that Party or such an order shall have been made; or (c) a receiver, administrative receiver, receiver and manager, interim receiver, custodian, sequestrator or similar officer is appointed in respect of that Party or over a substantial part of its assets or any third party takes steps to appoint such an officer in respect of that Party or an encumbrancer takes steps to enforce or enforces its security; or (d) a proposal for a voluntary arrangement shall have been made in relation to that Party under Part I Insolvency Act 1986; or (e) a step or event shall have been taken or arisen outside the Territory which is similar or analogous to any of the steps or events listed above; or (f) that Party suspends or threatens to suspend making payments to all or some of that Party's creditors or the Party submits to any type of voluntary arrangement; or (g) where that Party is resident in the Territory it is deemed to be unable to pay its debts within the meaning of Section 123 Insolvency Act 1986;

been passed other than a resolution for the solvent reconstruction or reorganisation of that Party; or (b) a resolution (other than a resolution for the solvent reconstruction or reorganisation of that Party) shall have been passed by that Party's Directors to seek a winding up or administration order or a petition for a winding up or administration order shall have been presented against that Party or such an order shall have been made; or (c) a receiver, administrative receiver, receiver and manager, interim receiver, custodian, sequestrator or similar officer is appointed in respect of that Party or over a substantial part of its assets or any third party takes steps to appoint such an officer in respect of that Party or an encumbrancer takes steps to enforce or enforces its security; or (d) a proposal for a voluntary arrangement shall have been made in relation to that Party under Part I Insolvency Act 1986; or (e) a step or event shall have been taken or arisen outside the Territory which is similar or analogous to any of the steps or events listed above; or (f) that Party suspends or threatens to suspend making payments to all or some of that Party's creditors or the Party submits to any type of voluntary arrangement; or (g) where that Party is resident in the Territory it is deemed to be unable to pay its debts within the meaning of Section 123 Insolvency Act 1986; "Licence" means the Licence of even date between NAG and C. Inc under which NAG licenses to C.Inc the Trademarks and Product Licences to the Novartis Products for a period of up to 10 (ten) years; "Managed Services Agreement" means the Agreement in the agreed terms for the provision of certain services to the Collaboration by Cephalon to be entered into pursuant to Clause 2; 4 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

"Net Profit" means Net Sales less the Cost of Goods and other items customarily subtracted in accordance with IAS and agreed by the CC; "Net Sales Revenue" means in relation to the Products the aggregate amount of sales to third parties represented by invoices and/or other sales documentation prepared or presented by or on behalf of Novartis facilitating or making sales of Products on its own behalf or on behalf of Cephalon but less the following amounts:i) discounts, including cash discounts, trade allowances or rebates actually allowed or granted; and, ii) credits or allowances actually granted upon claims or returns, regardless of the party requesting the return in accordance with criteria agreed between the Collaborators; "Novartis" means NAG or any of its Affiliates as the context may require; "Novartis Products" means the Products listed in Part II of Schedule 2 together with such additions as the Parties may agree in writing to add to the Collaboration from time to time; "Operating Committee" or "OC" means the committee to be established pursuant to Clause 7.1 hereof; "Party" means C. Inc or NAG (or their respective successors) and "Parties" shall mean both of them; "Products" means the Cephalon Product and the Novartis Products taken together;

"Net Profit" means Net Sales less the Cost of Goods and other items customarily subtracted in accordance with IAS and agreed by the CC; "Net Sales Revenue" means in relation to the Products the aggregate amount of sales to third parties represented by invoices and/or other sales documentation prepared or presented by or on behalf of Novartis facilitating or making sales of Products on its own behalf or on behalf of Cephalon but less the following amounts:i) discounts, including cash discounts, trade allowances or rebates actually allowed or granted; and, ii) credits or allowances actually granted upon claims or returns, regardless of the party requesting the return in accordance with criteria agreed between the Collaborators; "Novartis" means NAG or any of its Affiliates as the context may require; "Novartis Products" means the Products listed in Part II of Schedule 2 together with such additions as the Parties may agree in writing to add to the Collaboration from time to time; "Operating Committee" or "OC" means the committee to be established pursuant to Clause 7.1 hereof; "Party" means C. Inc or NAG (or their respective successors) and "Parties" shall mean both of them; "Products" means the Cephalon Product and the Novartis Products taken together; "Product Licence" means the authorisation for the sale and marketing of a Product in the Territory granted by a Governmental or Regulatory Authority as may be varied from time to time by Cephalon in the case of Cephalon Products or Novartis in the case of the Novartis Products; 5 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

"Rights" means all or any copyright, design right, trademarks, tradenames, patents, know how, trade secrets and other intellectual property or other proprietary rights which may at any time subsist throughout all or any part of the world whether registered or otherwise including, without limitation the Trademarks and all extensions and renewals thereof; "SKU" means stock keeping unit; "Specification" means the specification for a Product set out in the relevant Product Licence; "Subsidiaries" or "Holding Company" has the meaning ascribed to those expressions by Section 736 of the Companies Act 1985 as amended; "Term" means the period of [**] from the Commencement Date; "Territory" means the United Kingdom together (in the case of the Cephalon Product only) with the Republic of Ireland or as may be agreed between the parties from time to time; "Trademarks" means the registered trademarks for the Products set out in Schedule 3; "Working Day" means a day other than a Saturday, Sunday, bank or other public holiday in the United Kingdom, the USA or Switzerland; 1.2 In this Agreement:

"Rights" means all or any copyright, design right, trademarks, tradenames, patents, know how, trade secrets and other intellectual property or other proprietary rights which may at any time subsist throughout all or any part of the world whether registered or otherwise including, without limitation the Trademarks and all extensions and renewals thereof; "SKU" means stock keeping unit; "Specification" means the specification for a Product set out in the relevant Product Licence; "Subsidiaries" or "Holding Company" has the meaning ascribed to those expressions by Section 736 of the Companies Act 1985 as amended; "Term" means the period of [**] from the Commencement Date; "Territory" means the United Kingdom together (in the case of the Cephalon Product only) with the Republic of Ireland or as may be agreed between the parties from time to time; "Trademarks" means the registered trademarks for the Products set out in Schedule 3; "Working Day" means a day other than a Saturday, Sunday, bank or other public holiday in the United Kingdom, the USA or Switzerland; 1.2 In this Agreement: 1.2.1 unless the context otherwise requires all references to a particular Clause, Schedule or paragraph shall be a reference to that Clause, Schedule or paragraph, in or to this Agreement as it may be amended from time to time pursuant to this Agreement; 1.2.2 the table of contents and headings are inserted for convenience only and shall be ignored in construing this Agreement; 6 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

1.2.3 unless the contrary intention appears words importing the masculine gender shall include the feminine and vice versa and words in the singular include the plural and vice versa; 1.2.4 unless the contrary intention appears words denoting persons shall include any individual, partnership, company, corporation, joint venture, trust, association (incorporated or unincorporated), organisation or other entity, in each case whether or not having separate legal personality; 1.2.5 reference to any statute or regulation includes any modification or re-enactment of that statute or regulation; and 1.2.6 reference to the words "include" or "including" are to be construed without limitation to the generality of the preceding words. 2. The Collaboration 2.1 The Parties hereby establish the Collaboration and agree to collaborate in accordance with the terms of this Agreement, the Licence, the Distribution Agreement and the Managed Services Agreement to promote, market, sell, and distribute the Products in the Territory. 2.2 Both Parties shall use and shall procure that their Affiliates shall use all reasonable endeavours (subject to

1.2.3 unless the contrary intention appears words importing the masculine gender shall include the feminine and vice versa and words in the singular include the plural and vice versa; 1.2.4 unless the contrary intention appears words denoting persons shall include any individual, partnership, company, corporation, joint venture, trust, association (incorporated or unincorporated), organisation or other entity, in each case whether or not having separate legal personality; 1.2.5 reference to any statute or regulation includes any modification or re-enactment of that statute or regulation; and 1.2.6 reference to the words "include" or "including" are to be construed without limitation to the generality of the preceding words. 2. The Collaboration 2.1 The Parties hereby establish the Collaboration and agree to collaborate in accordance with the terms of this Agreement, the Licence, the Distribution Agreement and the Managed Services Agreement to promote, market, sell, and distribute the Products in the Territory. 2.2 Both Parties shall use and shall procure that their Affiliates shall use all reasonable endeavours (subject to provisions of any of the Collaboration Agreements) to promote the business and operations of the Collaboration in accordance with the best interests of the Collaboration from time to time and to further the marketing and sale of the Products in the Territory in accordance with the Collaboration Plan. 2.3 C. Inc hereby undertakes with Novartis to perform and/or to procure the due performance by its Affiliates of all obligations and the due compliance by its Affiliates with all limitations under or pursuant to the Collaboration Agreements and to indemnify NAG and its relevant Affiliates against all claims damages losses liabilities penalties and expenses arising from any breach by any of C. Inc's Affiliates of their obligations as aforesaid. 7 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

2.4 NAG hereby undertakes with Cephalon to perform and/or to procure the due performance by its Affiliates of all obligations and the due compliance by its Affiliates with all limitations under or pursuant to the Collaboration Agreements and to indemnify C. Inc and its relevant Affiliates against all claims, damages, losses, liabilities, penalties and expenses arising from any breach by any of NAG's Affiliates of the obligations as aforesaid. 2.5 The liability of a Party under Clauses 2.3 or 2.4 shall not be discharged or impaired by any amendment to or variation of any agreement any release of or granting of time or other indulgence to any of its Affiliates or any third party or any other act, event or omission which but for this Clause would operate to impair or discharge the liability of such Party under this Clause. 3. Ancillary Agreements and Obligations 3.1 Upon the execution hereof the Parties shall execute the Licence and shall procure their relevant Affiliates to enter into the Distribution Agreement and the Managed Services Agreement. 3.2 In the event of any conflict between the provisions of this Agreement and any other of the Collaboration Agreements, the provisions of this Agreement shall prevail. 3.3 The Parties agree that the provisions of Schedule 5 will govern the obligations of the Parties in relation to the sale, promotion, marketing and distribution of the Novartis Products in the Territory. 4. Collaboration Committee

2.4 NAG hereby undertakes with Cephalon to perform and/or to procure the due performance by its Affiliates of all obligations and the due compliance by its Affiliates with all limitations under or pursuant to the Collaboration Agreements and to indemnify C. Inc and its relevant Affiliates against all claims, damages, losses, liabilities, penalties and expenses arising from any breach by any of NAG's Affiliates of the obligations as aforesaid. 2.5 The liability of a Party under Clauses 2.3 or 2.4 shall not be discharged or impaired by any amendment to or variation of any agreement any release of or granting of time or other indulgence to any of its Affiliates or any third party or any other act, event or omission which but for this Clause would operate to impair or discharge the liability of such Party under this Clause. 3. Ancillary Agreements and Obligations 3.1 Upon the execution hereof the Parties shall execute the Licence and shall procure their relevant Affiliates to enter into the Distribution Agreement and the Managed Services Agreement. 3.2 In the event of any conflict between the provisions of this Agreement and any other of the Collaboration Agreements, the provisions of this Agreement shall prevail. 3.3 The Parties agree that the provisions of Schedule 5 will govern the obligations of the Parties in relation to the sale, promotion, marketing and distribution of the Novartis Products in the Territory. 4. Collaboration Committee 4.1 The Parties shall establish a Collaboration Committee ("CC") which shall be charged with the management and administration of the Collaboration and the promotion, distribution and sale of the Products in the Territory. The CC shall have the responsibility to take all decisions as to the marketing of the Products, their manufacture and distribution, the approval of the Annual Operating Plan 8 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

pursuant to Clause 7 and the setting of annual budgets and forecasts for the Collaboration and shall have full authority and discretion with respect to the management of the Collaboration, subject to (i) the authority of the EC in certain matters as set out in Clause 5 and (ii) the budget for the first three years of the Collaboration being set out in Schedule 4 hereto. 4.2 The CC shall comprise six members of whom three shall be appointed by each of Cephalon ("Cephalon Members") and Novartis ("Novartis Members"). The initial CC members shall be those persons listed in Schedule 6 Part I. 4.3 A Party may remove any CC Member appointed by it and appoint any person in his place. Any appointment or removal shall be in writing signed by the appointing Party and shall take effect (unless the appointment or removal specifies to the contrary) upon delivery to the other Party of the appropriate notice. The Parties shall procure that the persons appointed to the CC shall be suitably qualified and experienced to carry out the responsibilities thereof as set out herein in a competent and professional manner. 4.4 The provisions of this Clause 4.4 shall apply to meetings of the CC: 4.4.1 No business shall be transacted at any meeting of the CC unless at least one member appointed by Cephalon and one member appointed by Novartis is present. The Cephalon Members shall collectively have one vote and the Novartis Members shall collectively have one vote and in the event that the Cephalon Members or the Novartis Members shall not agree as to which way to exercise their respective collective vote they shall be deemed to have voted against the proposed resolution in question;

pursuant to Clause 7 and the setting of annual budgets and forecasts for the Collaboration and shall have full authority and discretion with respect to the management of the Collaboration, subject to (i) the authority of the EC in certain matters as set out in Clause 5 and (ii) the budget for the first three years of the Collaboration being set out in Schedule 4 hereto. 4.2 The CC shall comprise six members of whom three shall be appointed by each of Cephalon ("Cephalon Members") and Novartis ("Novartis Members"). The initial CC members shall be those persons listed in Schedule 6 Part I. 4.3 A Party may remove any CC Member appointed by it and appoint any person in his place. Any appointment or removal shall be in writing signed by the appointing Party and shall take effect (unless the appointment or removal specifies to the contrary) upon delivery to the other Party of the appropriate notice. The Parties shall procure that the persons appointed to the CC shall be suitably qualified and experienced to carry out the responsibilities thereof as set out herein in a competent and professional manner. 4.4 The provisions of this Clause 4.4 shall apply to meetings of the CC: 4.4.1 No business shall be transacted at any meeting of the CC unless at least one member appointed by Cephalon and one member appointed by Novartis is present. The Cephalon Members shall collectively have one vote and the Novartis Members shall collectively have one vote and in the event that the Cephalon Members or the Novartis Members shall not agree as to which way to exercise their respective collective vote they shall be deemed to have voted against the proposed resolution in question; 4.4.2 A resolution of the CC shall be binding on the Parties if approved by the collective vote of the Cephalon Members present and the collective vote of the Novartis Members present and reflected in minutes of the relevant meeting signed by a Cephalon Member and a Novartis Member; 9 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

4.4.3 Meetings of the CC shall take place alternately at premises nominated by Cephalon and premises nominated by Novartis. It shall be the responsibility of the Party at whose premises a meeting is to take place to prepare and issue a notice of meeting, agenda and minutes of the meeting and to nominate the Chairman of the meeting; 4.4.4 Not less than 5 Working Days' notice of any meeting of the CC (including a detailed agenda) shall be given to each of the CC Members unless such notice is waived by all the CC Members. 4.5 Any CC Member may participate in a meeting of the CC by means of a conference telephone, video link or similar communicating equipment whereby all persons participating in the meeting can hear each other. Resolutions and decisions of the kind normally made or taken at a physical meeting of the CC can accordingly be so made or taken in circumstances where none or only some of the CC Members are physically present with each other. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting is. 4.6 A meeting of the CC shall be held on a quarterly basis (unless otherwise agreed) for the purpose, without limitation, of: (i) reviewing all financial information and reports provided under Clause 7.2 during or in respect of the previous quarterly period or in respect of any accounting period terminating at the end of that period; (ii) reviewing the cash flow and funding position of the Collaboration during such quarterly period and considering, and if thought fit, approving any measures necessary for easing any adverse situation in the ensuing periods;

4.4.3 Meetings of the CC shall take place alternately at premises nominated by Cephalon and premises nominated by Novartis. It shall be the responsibility of the Party at whose premises a meeting is to take place to prepare and issue a notice of meeting, agenda and minutes of the meeting and to nominate the Chairman of the meeting; 4.4.4 Not less than 5 Working Days' notice of any meeting of the CC (including a detailed agenda) shall be given to each of the CC Members unless such notice is waived by all the CC Members. 4.5 Any CC Member may participate in a meeting of the CC by means of a conference telephone, video link or similar communicating equipment whereby all persons participating in the meeting can hear each other. Resolutions and decisions of the kind normally made or taken at a physical meeting of the CC can accordingly be so made or taken in circumstances where none or only some of the CC Members are physically present with each other. Such a meeting shall be deemed to take place where the largest group of those participating is assembled, or, if there is no such group, where the chairman of the meeting is. 4.6 A meeting of the CC shall be held on a quarterly basis (unless otherwise agreed) for the purpose, without limitation, of: (i) reviewing all financial information and reports provided under Clause 7.2 during or in respect of the previous quarterly period or in respect of any accounting period terminating at the end of that period; (ii) reviewing the cash flow and funding position of the Collaboration during such quarterly period and considering, and if thought fit, approving any measures necessary for easing any adverse situation in the ensuing periods; (iii) reviewing and approving the Annual Operating Plan for the Collaboration for the following year presented by the Operating Committee pursuant to Clause 7.2; and (iv) reporting to the Executive Committee in respect of the above matters. 10 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

5. Executive Committee 5.1 The Parties shall establish an Executive Committee ("EC") which shall be charged with the strategic and financial matters relating to the Collaboration (including consideration of new business opportunities for the Collaboration which may be brought to its attention by either Party) and the resolution of disputes arising at the CC. 5.2 The EC shall comprise eight (8) members of whom four (4) shall be senior personnel of each of Cephalon and Novartis. The initial EC Members shall be those persons listed in Schedule 6 Part II. 5.3 The provisions of Clause 4.3 shall apply mutatis mutandis in respect of the appointment and removal of EC Members. 5.4 The provisions of Clause 4.4 and 4.5 shall apply mutatis mutandis in respect of meetings of the EC. 5.5 A meeting of the EC shall be held on a quarterly basis not more than 15 (fifteen) Working Days after the corresponding meeting of the CC (unless otherwise agreed) for the purpose, without limitation of:(i) reviewing the report of the preceding meeting of the CC; (ii) determining and reviewing strategy for the Collaboration;

5. Executive Committee 5.1 The Parties shall establish an Executive Committee ("EC") which shall be charged with the strategic and financial matters relating to the Collaboration (including consideration of new business opportunities for the Collaboration which may be brought to its attention by either Party) and the resolution of disputes arising at the CC. 5.2 The EC shall comprise eight (8) members of whom four (4) shall be senior personnel of each of Cephalon and Novartis. The initial EC Members shall be those persons listed in Schedule 6 Part II. 5.3 The provisions of Clause 4.3 shall apply mutatis mutandis in respect of the appointment and removal of EC Members. 5.4 The provisions of Clause 4.4 and 4.5 shall apply mutatis mutandis in respect of meetings of the EC. 5.5 A meeting of the EC shall be held on a quarterly basis not more than 15 (fifteen) Working Days after the corresponding meeting of the CC (unless otherwise agreed) for the purpose, without limitation of:(i) reviewing the report of the preceding meeting of the CC; (ii) determining and reviewing strategy for the Collaboration; (iii) reviewing profit calculations of the Collaboration and determining upon distributions of Net Profit; and (iv) reviewing and making any adjustments to the Collaboration Plan, the Ritalin Terminal Value, the Tegretol Sales Shortfall and the Provigil Sales Shortfall calculations (each as referred to in Schedule 7) consequent on the review of the then current Annual Operating Plan and any other relevant circumstances, provided that such adjustments should not impose any additional or increased financial obligations on Cephalon. 11 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

6. Disputes 6.1 In the event of a failure of the CC or the EC to agree upon any material matter:In the first instance the CC or the EC (as the case may be) shall procure the preparation of a report setting out the matter in question and the likely consequences to the Collaboration if such matter is on the one hand approved or on the other hand rejected. Such report shall be prepared within 30 days of the meeting of CC or the EC at which the matter was raised and shall be submitted (in the case of the CC) to the EC which shall consider such report and attempt to resolve the issue or (in the case of the EC) to the Chief Executive officer of Novartis Pharma AG and the Chairman/Chief Executive officer of C. Inc (the "Senior Executives"). 6.2 In the event that the EC shall fail to resolve a matter referred to it by the CC within 60 days of the same being referred to it the matter shall be referred to the Senior Executives. 6.3 In the event that the Senior Executives cannot resolve the issue within 60 days of the same being referred to them, then the same shall be referred to an independent mediator to be agreed upon by the Senior Executives, and whose terms of reference shall be agreed between the Senior Executives but whose recommendations shall in any event be non-binding. In the event that the Senior Executives fail to agree upon the identity of such mediator, or the terms of reference, or if notwithstanding his services the Senior Executives fail to reach agreement the issue shall be referred to arbitration under Clause 6.5. 6.4 Whilst ever any dispute at EC level relating to an Annual Operating Plan and/or the Collaboration Plan is on

6. Disputes 6.1 In the event of a failure of the CC or the EC to agree upon any material matter:In the first instance the CC or the EC (as the case may be) shall procure the preparation of a report setting out the matter in question and the likely consequences to the Collaboration if such matter is on the one hand approved or on the other hand rejected. Such report shall be prepared within 30 days of the meeting of CC or the EC at which the matter was raised and shall be submitted (in the case of the CC) to the EC which shall consider such report and attempt to resolve the issue or (in the case of the EC) to the Chief Executive officer of Novartis Pharma AG and the Chairman/Chief Executive officer of C. Inc (the "Senior Executives"). 6.2 In the event that the EC shall fail to resolve a matter referred to it by the CC within 60 days of the same being referred to it the matter shall be referred to the Senior Executives. 6.3 In the event that the Senior Executives cannot resolve the issue within 60 days of the same being referred to them, then the same shall be referred to an independent mediator to be agreed upon by the Senior Executives, and whose terms of reference shall be agreed between the Senior Executives but whose recommendations shall in any event be non-binding. In the event that the Senior Executives fail to agree upon the identity of such mediator, or the terms of reference, or if notwithstanding his services the Senior Executives fail to reach agreement the issue shall be referred to arbitration under Clause 6.5. 6.4 Whilst ever any dispute at EC level relating to an Annual Operating Plan and/or the Collaboration Plan is on going, the provisions of the last agreed Annual Operating Plan or the last agreed version of the Collaboration Plan as the case may be shall prevail. 6.5 Any dispute which has not been resolved under the preceding provisions of this Clause 6 shall be finally settled under the Rules of Arbitration of the International 12 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Chamber of Commerce by a panel of three arbitrators sitting in London appointed in accordance with the said rules. 6.6 For the purposes of this Clause it is agreed that each of the Collaborators shall have a veto in regard to any proposal put to the CC or the EC which in either Party's reasonable opinion would have a materially adverse effect either (i) on that Collaborator's other commercial activities outside the Collaboration or (ii) in respect of the long term value of that Collaborator's Products. The exercise of such veto (provided that the same is exercised within 30 days of the proposal in question being put forward to the CC or the EC (as the case maybe)) shall not constitute a failure to agree for the purposes of this Clause 6. 7. Operating Committee 7.1 The Parties shall establish an Operating Committee ("OC") (comprising persons nominated by Cephalon from time to time together with assistance from appropriate persons to be made available by Novartis at the reasonable request of Cephalon from time to time) which shall have the day to day operational responsibility for the Collaboration, including without limitation forecasting and ordering requests in accordance with the forecasting and ordering procedures of each party, and in accordance with the current Collaboration Plan approved by the CC or otherwise in accordance with the directions of the CC. 7.2 The OC shall deliver to the CC for approval not later than September 30 in each year a draft Annual Operating Plan for the forthcoming calendar year of the Collaboration covering, among other things, projections and budgets with respect to sales, operational and capital expenditure, and promotional and marketing plans, Provided that in respect of the first three years of operation of the Collaboration the CC shall be empowered only

Chamber of Commerce by a panel of three arbitrators sitting in London appointed in accordance with the said rules. 6.6 For the purposes of this Clause it is agreed that each of the Collaborators shall have a veto in regard to any proposal put to the CC or the EC which in either Party's reasonable opinion would have a materially adverse effect either (i) on that Collaborator's other commercial activities outside the Collaboration or (ii) in respect of the long term value of that Collaborator's Products. The exercise of such veto (provided that the same is exercised within 30 days of the proposal in question being put forward to the CC or the EC (as the case maybe)) shall not constitute a failure to agree for the purposes of this Clause 6. 7. Operating Committee 7.1 The Parties shall establish an Operating Committee ("OC") (comprising persons nominated by Cephalon from time to time together with assistance from appropriate persons to be made available by Novartis at the reasonable request of Cephalon from time to time) which shall have the day to day operational responsibility for the Collaboration, including without limitation forecasting and ordering requests in accordance with the forecasting and ordering procedures of each party, and in accordance with the current Collaboration Plan approved by the CC or otherwise in accordance with the directions of the CC. 7.2 The OC shall deliver to the CC for approval not later than September 30 in each year a draft Annual Operating Plan for the forthcoming calendar year of the Collaboration covering, among other things, projections and budgets with respect to sales, operational and capital expenditure, and promotional and marketing plans, Provided that in respect of the first three years of operation of the Collaboration the CC shall be empowered only to increase (and not to decrease) any costs shown in the budget of the Collaboration above those set out the Collaboration Plan. 13 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

7.3 The OC shall present to the CC for each quarterly meeting a report on the financial position of the Collaboration and its performance against the Annual Operating Plan. 7.4 The Parties shall procure that the persons comprising the OC shall be suitably qualified to carry out the responsibilities thereof as set out herein in a competent and professional manner. 8. Finance and Accounting Matters 8.1 It is agreed that: 8.1.1 Novartis shall develop and keep separate books of account relating to its distribution of the Products in the Territory for the Collaboration which shall be available for inspection by Cephalon at all reasonable times upon request. Such books of account shall be maintained in accordance with IAS. Novartis shall make available all relevant financial and operational information to the OC, CC and the EC for the purposes of enabling them to carry out their functions. Cephalon shall make available all financial and operational information of Cephalon necessary to enable Novartis to carry out its obligations under this Clause. 8.1.2 Upon Cephalon's written request a firm of accountants appointed by agreement between the Parties or, failing such agreement with [**] Working Days of the initiation of discussions between them on this point and at the request of either Party by the President for the time being of the Institute of Chartered Accountants of England and Wales in London and (a) such firm of accountants shall be given access to and shall be permitted to examine and copy such books and records upon [**] Working Days' notice having been given by Cephalon and at all reasonable times on Working Days for the purpose of certifying to Cephalon that the Net Profit calculated by Novartis

7.3 The OC shall present to the CC for each quarterly meeting a report on the financial position of the Collaboration and its performance against the Annual Operating Plan. 7.4 The Parties shall procure that the persons comprising the OC shall be suitably qualified to carry out the responsibilities thereof as set out herein in a competent and professional manner. 8. Finance and Accounting Matters 8.1 It is agreed that: 8.1.1 Novartis shall develop and keep separate books of account relating to its distribution of the Products in the Territory for the Collaboration which shall be available for inspection by Cephalon at all reasonable times upon request. Such books of account shall be maintained in accordance with IAS. Novartis shall make available all relevant financial and operational information to the OC, CC and the EC for the purposes of enabling them to carry out their functions. Cephalon shall make available all financial and operational information of Cephalon necessary to enable Novartis to carry out its obligations under this Clause. 8.1.2 Upon Cephalon's written request a firm of accountants appointed by agreement between the Parties or, failing such agreement with [**] Working Days of the initiation of discussions between them on this point and at the request of either Party by the President for the time being of the Institute of Chartered Accountants of England and Wales in London and (a) such firm of accountants shall be given access to and shall be permitted to examine and copy such books and records upon [**] Working Days' notice having been given by Cephalon and at all reasonable times on Working Days for the purpose of certifying to Cephalon that the Net Profit calculated by Novartis 14 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

during any year was reasonably calculated, true and accurate or, if this is not their opinion certify the Net Profit figures for such period which in their judgment are true and correct. (b) prior to any such examination taking place, such firm of accountants shall undertake to Novartis in a deed that they shall keep all information and data contained in such books and records, strictly confidential and shall not disclose such information or copies of such books and records to any other person including Cephalon, but shall only use the same for the purpose of the calculations which they need to perform in order to issue the certificate to Cephalon which this Clause 8.1.2 envisages. (c) any such access examination and certification shall occur no more than once per year and will not go back over records more than [**] old unless a discrepancy is found. (d) Novartis shall make available personnel to answer queries on all books and records required for the purpose of that certification. (e) the cost of the accountant shall be the responsibility of Novartis if the certification shows Novartis to have underestimated the Net Profit payable to Cephalon by more than [**] and the responsibility of Cephalon otherwise. 8.1.3 Within [**] 10 Working Days following such certification any monies which such certification shows as being due and owing by one Party to the other (whether because of an underpayment or overpayment) shall be paid by that Party. 8.2 The Net Profit of the Collaboration and allocation thereof shall be calculated on an estimated interim basis as at the last day of March, June and September in each year and a final calculation in respect of each calendar year

during any year was reasonably calculated, true and accurate or, if this is not their opinion certify the Net Profit figures for such period which in their judgment are true and correct. (b) prior to any such examination taking place, such firm of accountants shall undertake to Novartis in a deed that they shall keep all information and data contained in such books and records, strictly confidential and shall not disclose such information or copies of such books and records to any other person including Cephalon, but shall only use the same for the purpose of the calculations which they need to perform in order to issue the certificate to Cephalon which this Clause 8.1.2 envisages. (c) any such access examination and certification shall occur no more than once per year and will not go back over records more than [**] old unless a discrepancy is found. (d) Novartis shall make available personnel to answer queries on all books and records required for the purpose of that certification. (e) the cost of the accountant shall be the responsibility of Novartis if the certification shows Novartis to have underestimated the Net Profit payable to Cephalon by more than [**] and the responsibility of Cephalon otherwise. 8.1.3 Within [**] 10 Working Days following such certification any monies which such certification shows as being due and owing by one Party to the other (whether because of an underpayment or overpayment) shall be paid by that Party. 8.2 The Net Profit of the Collaboration and allocation thereof shall be calculated on an estimated interim basis as at the last day of March, June and September in each year and a final calculation in respect of each calendar year shall be made as at the last 15 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

day of December. The method of calculation (including definition of allowable revenues and costs) and allocation of Net Profit shall be as set out in Schedule 1. Such calculation shall be prepared by Novartis and submitted to the Executive Committee. 8.3 Any interim allocation of Net Profit to either Party shall paid within 20 (twenty) Working Days of the end of the quarter in question subject to the provisions of Clause 12.2 Any adjustment to be made following the year end reconciliation and audit shall be made to the payment to be made at the end of the next quarter. Supply of Product The Parties shall procure that sufficient Product of suitable quality is supplied to the Collaboration in a timely manner to enable the Collaboration to operate in accordance with the relevant Annual Operating Plan. 10. 10.1 Warranties NAG hereby represents and warrants to C. Inc that at the date of this Agreement: 10.1.1 Novartis has the full legal right to enter into the Collaboration Agreements and to perform its obligations thereunder. The Collaboration Agreements being duly executed and delivered by Novartis, constitute a legal, valid and binding obligation, enforceable against Novartis in accordance with their respective terms. Novartis has obtained and will continue to maintain (save for any reason beyond its control) during the term of this Agreement

9.

10.1.2

day of December. The method of calculation (including definition of allowable revenues and costs) and allocation of Net Profit shall be as set out in Schedule 1. Such calculation shall be prepared by Novartis and submitted to the Executive Committee. 8.3 Any interim allocation of Net Profit to either Party shall paid within 20 (twenty) Working Days of the end of the quarter in question subject to the provisions of Clause 12.2 Any adjustment to be made following the year end reconciliation and audit shall be made to the payment to be made at the end of the next quarter. Supply of Product The Parties shall procure that sufficient Product of suitable quality is supplied to the Collaboration in a timely manner to enable the Collaboration to operate in accordance with the relevant Annual Operating Plan. 10. 10.1 Warranties NAG hereby represents and warrants to C. Inc that at the date of this Agreement: 10.1.1 Novartis has the full legal right to enter into the Collaboration Agreements and to perform its obligations thereunder. The Collaboration Agreements being duly executed and delivered by Novartis, constitute a legal, valid and binding obligation, enforceable against Novartis in accordance with their respective terms. Novartis has obtained and will continue to maintain (save for any reason beyond its control) during the term of this Agreement all necessary notices, consents, approvals, Regulatory Approvals and authorisations of all Governmental and Regulatory Authorities and other parties, required in connection with its entering into and performing the Collaboration Agreements.

9.

10.1.2

16 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

10.1.3

The execution and delivery of the Collaboration Agreements and the performance of Novartis' obligations thereunder to NAG's best knowledge and belief (i) do not conflict with or violate any requirement of applicable laws or regulations, (ii) do not conflict with, or constitute a default under, any contractual or other obligation of Novartis and (iii) will not infringe the Rights of any third party. Novartis has not granted to any third party any sub-licence or other interest of any kind (including any charge, lien or encumbrance) in respect of the Novartis Product which would affect Cephalon's rights under the Collaboration Agreements. C. Inc hereby represents and warrants to NAG that at the date of this Agreement: Cephalon has the full legal right to enter into the Collaboration Agreements and to perform its obligations thereunder. Each of the Collaboration Agreements, being duly executed and delivered by Cephalon, constitutes a legal, valid and binding obligation, enforceable against Cephalon in accordance with their respective terms. Cephalon has obtained and will continue to maintain during the Term of this Agreement all necessary notices, consents, approvals and authorisations of all Governmental and Regulatory Authorities and other parties required in connection with its entering into and performing the Collaboration Agreements.

10.1.4

10.2

10.2.1

10.2.2

10.1.3

The execution and delivery of the Collaboration Agreements and the performance of Novartis' obligations thereunder to NAG's best knowledge and belief (i) do not conflict with or violate any requirement of applicable laws or regulations, (ii) do not conflict with, or constitute a default under, any contractual or other obligation of Novartis and (iii) will not infringe the Rights of any third party. Novartis has not granted to any third party any sub-licence or other interest of any kind (including any charge, lien or encumbrance) in respect of the Novartis Product which would affect Cephalon's rights under the Collaboration Agreements. C. Inc hereby represents and warrants to NAG that at the date of this Agreement: Cephalon has the full legal right to enter into the Collaboration Agreements and to perform its obligations thereunder. Each of the Collaboration Agreements, being duly executed and delivered by Cephalon, constitutes a legal, valid and binding obligation, enforceable against Cephalon in accordance with their respective terms. Cephalon has obtained and will continue to maintain during the Term of this Agreement all necessary notices, consents, approvals and authorisations of all Governmental and Regulatory Authorities and other parties required in connection with its entering into and performing the Collaboration Agreements. The execution and delivery of the Collaboration Agreements and the performance of Cephalon's obligations thereunder to C. Inc's best knowledge and belief (i) do not conflict with or violate any requirement of applicable laws or regulations, (ii) do not conflict with, or constitute a default under, any contractual or other obligation of Cephalon and (iii) will not infringe the Rights of any third party.

10.1.4

10.2

10.2.1

10.2.2

10.2.3

17 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

10.2.4

Cephalon has not granted to any third party any sub-licence or their interest of any kind (including any charge lien or encumbrance) in respect of the Cephalon Products which would affect Novartis' rights under the Collaboration Agreements.

11. 11.1

Indemnity Each Party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other Party, such other Party's Affiliates and their respective officers, directors, employees, agents and representatives (the "Indemnitees"), from and against any and all claims, damages, losses, liabilities, penalties and expenses (including without limitation reasonable attorneys' fees and expenses) (collectively, "Liabilities") to the extent resulting from or arising out of any breach of the representations or warranties as set out in Clause 10.1 in the case of Novartis and Clause 10.2 in the case of Cephalon, or non-fulfilment of or failure to perform or other breach of any covenant or agreement made by the Indemnifying Party or any of its Affiliates pursuant to the Collaboration Agreements; provided that (a) any such Liabilities are not caused by the negligence or misconduct of the Indemnitees; (b) the Indemnitee gives the Indemnifying Party prompt written notice as soon as practicable of any such Liabilities; (c) the Indemnitee co-operates fully with the Indemnifying Party and its legal representatives in the defence of any and all such Liabilities; and (d) the Indemnitee agrees to the complete control of the settlement and defence of such Liabilities by Indemnifying Party. Subject to the provisions of Clause 11.2, neither Party nor its Affiliates shall be liable to the other Party or its Affiliates for incidental special, consequential or punitive damages,

10.2.4

Cephalon has not granted to any third party any sub-licence or their interest of any kind (including any charge lien or encumbrance) in respect of the Cephalon Products which would affect Novartis' rights under the Collaboration Agreements.

11. 11.1

Indemnity Each Party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other Party, such other Party's Affiliates and their respective officers, directors, employees, agents and representatives (the "Indemnitees"), from and against any and all claims, damages, losses, liabilities, penalties and expenses (including without limitation reasonable attorneys' fees and expenses) (collectively, "Liabilities") to the extent resulting from or arising out of any breach of the representations or warranties as set out in Clause 10.1 in the case of Novartis and Clause 10.2 in the case of Cephalon, or non-fulfilment of or failure to perform or other breach of any covenant or agreement made by the Indemnifying Party or any of its Affiliates pursuant to the Collaboration Agreements; provided that (a) any such Liabilities are not caused by the negligence or misconduct of the Indemnitees; (b) the Indemnitee gives the Indemnifying Party prompt written notice as soon as practicable of any such Liabilities; (c) the Indemnitee co-operates fully with the Indemnifying Party and its legal representatives in the defence of any and all such Liabilities; and (d) the Indemnitee agrees to the complete control of the settlement and defence of such Liabilities by Indemnifying Party. Subject to the provisions of Clause 11.2, neither Party nor its Affiliates shall be liable to the other Party or its Affiliates for incidental special, consequential or punitive damages, including without limitation, any claims for damages based upon lost revenues or profits, however caused or any theory of liability. If the Collaboration is terminated by reason of a fundamental breach of its terms by either Party in circumstance where the conduct of such party (including, without limitation, the continued promotion, marketing and selling by such Party of its Products in the Territory after such termination; or the disposal by that Party, of any of its Products in the Territory to third parties) is indicative of its wilful

11.2

18 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

abandonment of the Collaboration then such Party (the "Breaching Party") shall pay to the other Party (the "Innocent Party") by way of liquidated damages a sum equal to the value at the date of termination of the share of Net Profit attributable to the Products of the Breaching Party which the Innocent Party would have received from the date of termination to the end of the Term calculated by reference to the Collaboration Plan as it stands at the date of termination, adjusted if appropriate to take account of: (a) any payment or repayment under Schedule 7 which might be payable by reason of such termination or might but for such termination have become payable subsequently; (b) any payments made or withheld in accordance with Clause 12; and (c) any other sums which are due from one Party to the other pursuant to the Collaboration Agreements.
11.3 If any claim against either Party, its Affiliates, recognised distributors or agents (the "Indemnified Party") is brought by reason of the fact that any Product belonging to the other Party (Cephalon Products where Novartis is the Indemnified Party and Novartis Products where Cephalon is the Indemnified Party) has caused illness, death or bodily injury, then, unless such claim is a result solely of the gross negligence or misconduct of the Indemnified Party, NAG or C.Inc (as the case may be) shall indemnify the other and its Affiliates for any and all liabilities, claims, damages and costs incurred or suffered by the other Party or its

abandonment of the Collaboration then such Party (the "Breaching Party") shall pay to the other Party (the "Innocent Party") by way of liquidated damages a sum equal to the value at the date of termination of the share of Net Profit attributable to the Products of the Breaching Party which the Innocent Party would have received from the date of termination to the end of the Term calculated by reference to the Collaboration Plan as it stands at the date of termination, adjusted if appropriate to take account of: (a) any payment or repayment under Schedule 7 which might be payable by reason of such termination or might but for such termination have become payable subsequently; (b) any payments made or withheld in accordance with Clause 12; and (c) any other sums which are due from one Party to the other pursuant to the Collaboration Agreements.
11.3 If any claim against either Party, its Affiliates, recognised distributors or agents (the "Indemnified Party") is brought by reason of the fact that any Product belonging to the other Party (Cephalon Products where Novartis is the Indemnified Party and Novartis Products where Cephalon is the Indemnified Party) has caused illness, death or bodily injury, then, unless such claim is a result solely of the gross negligence or misconduct of the Indemnified Party, NAG or C.Inc (as the case may be) shall indemnify the other and its Affiliates for any and all liabilities, claims, damages and costs incurred or suffered by the other Party or its Affiliates or recognised distributors, and for any and all other liabilities, claims, damages and costs suffered by such Party or its Affiliates, as a result of any associated Product recall, final packaging and similar costs associated with such Product. Such indemnity will include the reimbursement of the legal expenses reasonably incurred in contesting or defending such claim. Each Party shall give the other Party prompt written notice of any claim or threat of claim it receives with respect to any matter for which it or its Affiliates may be

11.4

19 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

entitled to indemnification, and the indemnifying Party shall thereafter defend or settle any such claim at its sole expense, and with counsel selected by the indemnifying Party and reasonably acceptable to the Indemnified Party. In the defence or settlement of any such claim, the Indemnified Party shall cooperate with and assist the indemnifying Party to the extent reasonably possible, but the indemnifying Party shall bear and pay any and all expenses incurred by the Indemnified Party in providing such cooperation and assistance, either directly or upon request of the Indemnified Party who has incurred such expense. Failure to give notice shall not constitute a defence, in whole or in part, to any claim by the Indemnified Party hereunder except to the extent the rights of the indemnifying Party are materially prejudiced by such failure to give notice. 12. Special Payments Licence Fee 12.1 Payment for the Licence to the Novartis Products as referred to in Clause 6 of the Licence Agreement of even date shall be made by way of 3 (three) equal payments of [**], payable on 1 January 2001, 31 December 2001 ( "the Second Payment"), 31 December 2002 ("the Third Payment"), subject to the provision of Clause 12.2.5 regarding Cephalon's right to settle the obligation early. Provided termination of the Collaboration has not occurred in accordance with the provisions of Clause 14 then the following provisions shall

12.2

entitled to indemnification, and the indemnifying Party shall thereafter defend or settle any such claim at its sole expense, and with counsel selected by the indemnifying Party and reasonably acceptable to the Indemnified Party. In the defence or settlement of any such claim, the Indemnified Party shall cooperate with and assist the indemnifying Party to the extent reasonably possible, but the indemnifying Party shall bear and pay any and all expenses incurred by the Indemnified Party in providing such cooperation and assistance, either directly or upon request of the Indemnified Party who has incurred such expense. Failure to give notice shall not constitute a defence, in whole or in part, to any claim by the Indemnified Party hereunder except to the extent the rights of the indemnifying Party are materially prejudiced by such failure to give notice. 12. Special Payments Licence Fee 12.1 Payment for the Licence to the Novartis Products as referred to in Clause 6 of the Licence Agreement of even date shall be made by way of 3 (three) equal payments of [**], payable on 1 January 2001, 31 December 2001 ( "the Second Payment"), 31 December 2002 ("the Third Payment"), subject to the provision of Clause 12.2.5 regarding Cephalon's right to settle the obligation early. Provided termination of the Collaboration has not occurred in accordance with the provisions of Clause 14 then the following provisions shall apply: 12.2.1 If Cephalon fails to make any of the payments payable in accordance with Clause 12.1 within [**] Working Days of the due date then Novartis shall give notice to Cephalon of such failure at any time thereafter. If Cephalon shall fail to remedy such failure within [**] Working Days of receiving such notice then, without prejudice to any other claims or actions Novartis may have accrued against Cephalon, whether under this Agreement or otherwise, this Agreement will terminate and all of Cephalon's rights granted under the Collaboration Agreements shall terminate forthwith;

12.2

20 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

12.2.2

Until either the Second Payment has been made, or Cephalon pays the full amount outstanding pursuant to Clause 12.2.5 prior to the Second Payment falling due, the payments due to Cephalon pursuant to Clauses 8.2 and 8.3 and any payments due to Cephalon under the Managed Services Agreement in the first year following the Commencement Date will be withheld by Novartis until either the Second Payment has been made (whereupon the withheld amounts will be immediately paid to Cephalon), or Cephalon repays the agreed full amount pursuant to Clause 12.2.5 (whereupon the total amount withheld will be offset against the agreed settlement amount to arrive at the amount payable by Cephalon). Provided that Cephalon has not exercised its right under Clause 12.2.5 during the first year following Commencement Date, then if Cephalon fails to pay the Second Payment within [**] Working Days of the due date, Novartis shall give notice to Cephalon of such failure at any time thereafter. If Cephalon shall fail to remedy such failure within [**] Working Days of receiving such notice then Novartis shall be entitled to retain all payments of Net Profit under Clauses 8.2 and 8.3 and any other payments due to Cephalon pursuant to the Managed Services Agreement. The provisions of sub-Clauses 12.2.2 and 12.2.3 shall apply mutatis mutandis to the profit and payments payable in the second year following the Commencement Date and the Third

12.2.3

12.2.4

12.2.2

Until either the Second Payment has been made, or Cephalon pays the full amount outstanding pursuant to Clause 12.2.5 prior to the Second Payment falling due, the payments due to Cephalon pursuant to Clauses 8.2 and 8.3 and any payments due to Cephalon under the Managed Services Agreement in the first year following the Commencement Date will be withheld by Novartis until either the Second Payment has been made (whereupon the withheld amounts will be immediately paid to Cephalon), or Cephalon repays the agreed full amount pursuant to Clause 12.2.5 (whereupon the total amount withheld will be offset against the agreed settlement amount to arrive at the amount payable by Cephalon). Provided that Cephalon has not exercised its right under Clause 12.2.5 during the first year following Commencement Date, then if Cephalon fails to pay the Second Payment within [**] Working Days of the due date, Novartis shall give notice to Cephalon of such failure at any time thereafter. If Cephalon shall fail to remedy such failure within [**] Working Days of receiving such notice then Novartis shall be entitled to retain all payments of Net Profit under Clauses 8.2 and 8.3 and any other payments due to Cephalon pursuant to the Managed Services Agreement. The provisions of sub-Clauses 12.2.2 and 12.2.3 shall apply mutatis mutandis to the profit and payments payable in the second year following the Commencement Date and the Third Payment, provided however, that if the aggregate amount of payments due to Cephalon pursuant to Clauses 8.2 and 8.3 and the other sums payable to Cephalon under the Managed Services Agreement and/or paid under the Distribution Agreement during the second year following the Commencement Date reaches [**], Novartis shall be entitled to retain the amounts payable in respect of Net Profits due to Cephalon and amounts payable under the Managed Service Agreement at the date [**] is reached unless and until either the Third Payment is made or Cephalon pays the agreed full amount outstanding prior to the due date of the Third Payment pursuant to Clause 12.2.5, but

12.2.3

12.2.4

21 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

shall pay to Cephalon any Net Profit or other payments due under the Managed Services Agreement in excess of the amounts so retained accruing after the date the [**] as referred to above is reached. 12.2.5 Cephalon shall have the right and option to repay to Novartis at any time during the first two years following the Commencement Date an amount which represents full and final settlement of the remaining outstanding Licence fee. The method of assessing the amount to be paid by Cephalon to Novartis is illustrated in Schedule 8, and the interest rate that is to be applied to the amount of liability assessed as being outstanding at the end of each month is fixed (ie agreed) at 1.88% per month.

12.3

Ritalin Cephalon hereby undertakes to Novartis to make certain payments in respect of Ritalin in the circumstances and in accordance with the formula set out in Schedule 7 Part I.

12.4

Tegretol Cephalon hereby undertakes to Novartis to make certain payments in respect of Tegretol in the circumstances and in accordance with the formula set out in Schedule 7 Part II.

12.5

The Cephalon Product Adjustment Payment

shall pay to Cephalon any Net Profit or other payments due under the Managed Services Agreement in excess of the amounts so retained accruing after the date the [**] as referred to above is reached. 12.2.5 Cephalon shall have the right and option to repay to Novartis at any time during the first two years following the Commencement Date an amount which represents full and final settlement of the remaining outstanding Licence fee. The method of assessing the amount to be paid by Cephalon to Novartis is illustrated in Schedule 8, and the interest rate that is to be applied to the amount of liability assessed as being outstanding at the end of each month is fixed (ie agreed) at 1.88% per month.

12.3

Ritalin Cephalon hereby undertakes to Novartis to make certain payments in respect of Ritalin in the circumstances and in accordance with the formula set out in Schedule 7 Part I.

12.4

Tegretol Cephalon hereby undertakes to Novartis to make certain payments in respect of Tegretol in the circumstances and in accordance with the formula set out in Schedule 7 Part II.

12.5

The Cephalon Product Adjustment Payment Cephalon hereby undertakes to Novartis to make certain payments in respect of the Cephalon Product in the circumstances and in accordance with the formula set out in Schedule 7 Part III.

22 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

13. 13.1

Force Majeure If a Party (the "Non-Performing Party") is unable to carry out any of its obligations under the Collaboration Agreements due to Force Majeure this Agreement shall remain in effect but:13.1.1 the Non-Performing Party's relevant obligations under the relevant Collaboration Agreement; and the relevant obligations of the other Party ("the Innocent Party") under the relevant Collaboration Agreement, shall be suspended for a period equal to the circumstance of Force Majeure or [**] whichever is the shorter provided that:(a) the suspension of performance is of no greater scope than is required by the Force Majeure; the Non-Performing Party gives the Innocent Party prompt notice describing the circumstances of Force Majeure, including the nature of the occurrence and its expected duration, and continues to furnish regular reports during the period of Force Majeure; the Non-Performing Party uses all reasonable efforts to remedy its inability to perform and to mitigate the effects of the circumstances of Force Majeure; and as soon as practicable after the event which constitutes Force Majeure the Parties discuss how best to continue their operations as far as possible in accordance with the Collaboration Agreements.

13.1.2

(b)

(c)

(d)

13. 13.1

Force Majeure If a Party (the "Non-Performing Party") is unable to carry out any of its obligations under the Collaboration Agreements due to Force Majeure this Agreement shall remain in effect but:13.1.1 the Non-Performing Party's relevant obligations under the relevant Collaboration Agreement; and the relevant obligations of the other Party ("the Innocent Party") under the relevant Collaboration Agreement, shall be suspended for a period equal to the circumstance of Force Majeure or [**] whichever is the shorter provided that:(a) the suspension of performance is of no greater scope than is required by the Force Majeure; the Non-Performing Party gives the Innocent Party prompt notice describing the circumstances of Force Majeure, including the nature of the occurrence and its expected duration, and continues to furnish regular reports during the period of Force Majeure; the Non-Performing Party uses all reasonable efforts to remedy its inability to perform and to mitigate the effects of the circumstances of Force Majeure; and as soon as practicable after the event which constitutes Force Majeure the Parties discuss how best to continue their operations as far as possible in accordance with the Collaboration Agreements.

13.1.2

(b)

(c)

(d)

23 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

14. 14.1

Term and Termination This Agreement shall commence on the Commencement Date and continue for the Term unless otherwise terminated in accordance with this clause 14. If any decision of any Governmental or Regulatory Authority results in the inability to continue effectively to commercialise any Cephalon Product in the Territory or if Cephalon shall dispose of or abandon the Cephalon Product the Parties shall negotiate in good faith with a view to agreeing appropriate amendments to the Collaboration Agreements to reflect such development including without limitation, the making of any payment or the amendment of any payment obligation thereunder. If such negotiations shall not result in agreement being reached within [**] of the event in question Novartis shall be entitled to terminate this Agreement immediately upon the expiry of such period. If any decision of any Governmental or Regulatory Authority results in the inability to continue effectively to commercialise any Novartis Product in the Territory or if Novartis shall dispose of or abandon any Novartis Product in respect of the Territory the Parties shall negotiate in good faith with a view to agreeing appropriate amendments to the Collaboration Agreements to reflect such development including without limitation, the making of any payment or the amendment of any payment obligation thereunder. If such negotiations shall not result in agreement being reached within [**] of the event in question Cephalon shall be entitled to terminate this Agreement immediately upon the expiry of such period. Either Party may terminate this Agreement on 30 days' written notice to the other if (i) Control of the other or of any of its Controllers shall pass from the present shareholders or owners or Controllers to other persons or (ii) the other Party shall cease to control any Affiliate

14.2

14.3

14.4

14. 14.1

Term and Termination This Agreement shall commence on the Commencement Date and continue for the Term unless otherwise terminated in accordance with this clause 14. If any decision of any Governmental or Regulatory Authority results in the inability to continue effectively to commercialise any Cephalon Product in the Territory or if Cephalon shall dispose of or abandon the Cephalon Product the Parties shall negotiate in good faith with a view to agreeing appropriate amendments to the Collaboration Agreements to reflect such development including without limitation, the making of any payment or the amendment of any payment obligation thereunder. If such negotiations shall not result in agreement being reached within [**] of the event in question Novartis shall be entitled to terminate this Agreement immediately upon the expiry of such period. If any decision of any Governmental or Regulatory Authority results in the inability to continue effectively to commercialise any Novartis Product in the Territory or if Novartis shall dispose of or abandon any Novartis Product in respect of the Territory the Parties shall negotiate in good faith with a view to agreeing appropriate amendments to the Collaboration Agreements to reflect such development including without limitation, the making of any payment or the amendment of any payment obligation thereunder. If such negotiations shall not result in agreement being reached within [**] of the event in question Cephalon shall be entitled to terminate this Agreement immediately upon the expiry of such period. Either Party may terminate this Agreement on 30 days' written notice to the other if (i) Control of the other or of any of its Controllers shall pass from the present shareholders or owners or Controllers to other persons or (ii) the other Party shall cease to control any Affiliate relevant to the Collaboration. Without prejudice to any right or remedy that either Party may have against the other for breach or non-performance of this Agreement either

14.2

14.3

14.4

14.5

Party shall have the right to terminate this Agreement immediately: 24 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

14.5.1 on the other Party committing a breach of any of the provisions of any of the Collaboration Agreements providing that (where the breach is capable of rectification) the Party in breach has been advised in writing of the breach and has not rectified it within thirty days of receipt of such advice; or 14.5.2 if an Insolvency Event occurs in relation to the other Party. 14.6 Upon termination of this Agreement for any cause whatsoever the Licence Agreement, the Managed Services Agreement and the Distribution Agreement shall terminate. Termination of this Agreement for whatever reason shall not affect the accrued rights of the Parties arising in any way out of this Agreement as at the date of termination including without limitation the right to recover damages against the other and all provisions which are expressed to survive this Agreement shall remain in full force and effect. Subject to the provisions of 12.1 and 12.2 in the event of the termination of this Agreement the provisions of Schedule 7 Part IV shall apply to determine whether any payment shall be due by Novartis to Cephalon by way of reimbursement of all or part of the payment made by Cephalon under Clause 12.1 hereof. Confidential information

14.7

14.8

15.

14.5.1 on the other Party committing a breach of any of the provisions of any of the Collaboration Agreements providing that (where the breach is capable of rectification) the Party in breach has been advised in writing of the breach and has not rectified it within thirty days of receipt of such advice; or 14.5.2 if an Insolvency Event occurs in relation to the other Party. 14.6 Upon termination of this Agreement for any cause whatsoever the Licence Agreement, the Managed Services Agreement and the Distribution Agreement shall terminate. Termination of this Agreement for whatever reason shall not affect the accrued rights of the Parties arising in any way out of this Agreement as at the date of termination including without limitation the right to recover damages against the other and all provisions which are expressed to survive this Agreement shall remain in full force and effect. Subject to the provisions of 12.1 and 12.2 in the event of the termination of this Agreement the provisions of Schedule 7 Part IV shall apply to determine whether any payment shall be due by Novartis to Cephalon by way of reimbursement of all or part of the payment made by Cephalon under Clause 12.1 hereof. Confidential information Each Party shall treat (both during and after the subsistence of this Agreement) as confidential all know-how and confidential information of the other including, without limitation, all information and data in respect of the Products supplied or made available by or on behalf of either Party, and details of trade prices at which the Products are sold between the Parties or between Affiliates of either of them (the "Confidential Information") and neither Party shall without the prior

14.7

14.8

15. 15.1

written consent of the other: 25 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

15.1.1 exploit any part of the Confidential Information save as is reasonably necessary to enable it to perform its obligations under the Agreement; 15.1.2 disclose any part of the Confidential Information (other than to Regulatory Authorities who require the same where the Party concerned is legally obliged to disclose the same or entitled to do so under this Agreement) or to its employees or customers (or potential customers) who need to know the Confidential Information for the purpose of performing their Agreements provided that: (a) such person is made aware prior to disclosure of the proprietary and confidential nature of the Confidential Information; and (b) such person owes an express duty of confidence to the
Disclosing Party which the Disclosing Party shall fully enforce. 16. 16.1 Competition Restrictions Neither of the Parties shall at any time during the subsistence of the Collaboration (subject to a maximum period of [**] from the date hereof) do or permit any of its Affiliates to do (and whether alone or jointly with others or whether as principal, agent, shareholder or otherwise and whether for its own benefit or that of others) any of the following in the Territory without the prior written consent of

15.1.1 exploit any part of the Confidential Information save as is reasonably necessary to enable it to perform its obligations under the Agreement; 15.1.2 disclose any part of the Confidential Information (other than to Regulatory Authorities who require the same where the Party concerned is legally obliged to disclose the same or entitled to do so under this Agreement) or to its employees or customers (or potential customers) who need to know the Confidential Information for the purpose of performing their Agreements provided that: (a) such person is made aware prior to disclosure of the proprietary and confidential nature of the Confidential Information; and (b) such person owes an express duty of confidence to the
Disclosing Party which the Disclosing Party shall fully enforce. 16. 16.1 Competition Restrictions Neither of the Parties shall at any time during the subsistence of the Collaboration (subject to a maximum period of [**] from the date hereof) do or permit any of its Affiliates to do (and whether alone or jointly with others or whether as principal, agent, shareholder or otherwise and whether for its own benefit or that of others) any of the following in the Territory without the prior written consent of the other Party:16.1.1 directly or indirectly carry on or be engaged, concerned or interested (except in relation to Ritalin, and as the holder for investment of shares amounting in aggregate to less than 3 percent of the share capital quoted or dealt in on a recognised stock exchange) in the manufacture, distribution or sale of products which compete with, and/or are essentially similar to, the Cephalon Product, where "compete with" means licensed for the treatment of narcolepsy, fatigue associated with multiple sclerosis, attention deficit hyperactivity disorder or sleep apnoeia and "essentially similar" means products which contain the same active pharmaceutical

26 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

ingredient(s) including, but not limited to, any isomers or derivatives thereof, as the relevant Product; 16.1.2 solicit the custom of any person in the Territory who is or has been at any time during the term of this agreement a customer of the Collaboration for the purpose of offering to such customer goods or services similar to or competing with those of the Collaboration.

16.2

In the event that either Party or any of their respective Affiliates shall become licensee or distributor of or enter into similar arrangements regarding any product which (i) competes with the Cephalon Product, or (ii) competes with and is essentially similar to the Novartis Products (in this Clause 16.2 "competes with " shall mean has the same therapuetic effect as and "essentially similar" shall be as defined in 16.1.1) that Party will, if permitted by the terms of the relevant arrangement, enter into good faith discussions with the other Party as to the possibility of such product being made part of the Collaboration. If the terms of the relevant arrangement do not permit for the relevant product to be made part of the Collaboration or the Parties fail to agree upon principal business terms [**] of the commencement of such discussions, the Parties shall negotiate in good time the appropriate adjustments to the payments

ingredient(s) including, but not limited to, any isomers or derivatives thereof, as the relevant Product; 16.1.2 solicit the custom of any person in the Territory who is or has been at any time during the term of this agreement a customer of the Collaboration for the purpose of offering to such customer goods or services similar to or competing with those of the Collaboration.

16.2

In the event that either Party or any of their respective Affiliates shall become licensee or distributor of or enter into similar arrangements regarding any product which (i) competes with the Cephalon Product, or (ii) competes with and is essentially similar to the Novartis Products (in this Clause 16.2 "competes with " shall mean has the same therapuetic effect as and "essentially similar" shall be as defined in 16.1.1) that Party will, if permitted by the terms of the relevant arrangement, enter into good faith discussions with the other Party as to the possibility of such product being made part of the Collaboration. If the terms of the relevant arrangement do not permit for the relevant product to be made part of the Collaboration or the Parties fail to agree upon principal business terms [**] of the commencement of such discussions, the Parties shall negotiate in good time the appropriate adjustments to the payments made under Clause 12 hereof and/or the allocation of Net Profit of the Collaboration. For the duration of this Agreement and for [**] thereafter neither Party shall and shall procure that its Affiliates shall not solicit, entice or offer employment to any member of Staff employed by the other Party or any of its Affiliates without the express written consent of the other Party except where such employee is recruited as a result of an otherwise unsolicited response to a public recruitment advertisement.

16.3

17. Medical Information and Reporting
17.1 Novartis agrees in respect of Novartis Products and Cephalon Products to comply with Novartis' and Cephalon's standard operating procedures ("SOPs")

27 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

respectively in respect of adverse events and product recall, supply of medical information and other similar or associated matters and Cephalon shall provide such SOPs in respect of Cephalon Products to Novartis from time to time. 17.2 In addition to the requirements of Clause 17.1 each Party agrees to inform the other Party and keep it informed within 48 hours of notification of any action by, or notification or other information which it receives (directly or indirectly) from any Governmental or Regulatory Authority, which (a) raises any material concerns regarding the safety or efficacy of any Product, (b) which indicates or suggests a potential material liability for either Party to third parties arising in connection with any Product, or (c) which is reasonably, likely to lead to a recall of any Product, including in all cases, but not limited to: (i) Governmental or Regulatory Authority inspections of manufacturing, distribution of other related facilities, in which Product is manufactured, stored or otherwise present; receipt of a warning letter from any Governmental or Regulatory Authority relating to any Product; or

(ii)

(iii) on initiation of any Governmental or Regulatory Authority investigations, detention, seizure or injunction concerning any Product.

respectively in respect of adverse events and product recall, supply of medical information and other similar or associated matters and Cephalon shall provide such SOPs in respect of Cephalon Products to Novartis from time to time. 17.2 In addition to the requirements of Clause 17.1 each Party agrees to inform the other Party and keep it informed within 48 hours of notification of any action by, or notification or other information which it receives (directly or indirectly) from any Governmental or Regulatory Authority, which (a) raises any material concerns regarding the safety or efficacy of any Product, (b) which indicates or suggests a potential material liability for either Party to third parties arising in connection with any Product, or (c) which is reasonably, likely to lead to a recall of any Product, including in all cases, but not limited to: (i) Governmental or Regulatory Authority inspections of manufacturing, distribution of other related facilities, in which Product is manufactured, stored or otherwise present; receipt of a warning letter from any Governmental or Regulatory Authority relating to any Product; or

(ii)

(iii) on initiation of any Governmental or Regulatory Authority investigations, detention, seizure or injunction concerning any Product. 17.3 Where either Party proposes to provide information, data or documentation to any Governmental or Regulatory Authority in respect of or relating to any of the Products, it shall, unless otherwise required by law, first obtain the prior written consent of Cephalon (in the case of Cephalon Products) and Novartis (in the case of the Novartis Products). Notices Any notice to be given in connection with this Agreement shall be in writing and shall be deemed duly served if delivered personally or sent by first class or recorded delivery post or by facsimile to the Company Secretary at the address of the Party

18. 18.1

28 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

concerned which is set out in this Agreement or as may be notified to the other Party in accordance with the provisions of this Clause. Any notices which are sent by e-mail shall not be valid unless and until confirmed by personal delivery, first class or recorded delivery post or by facsimile. Any such notice shall be deemed to be served:
18.1.1 18.1.2 18.1.3 if delivered personally, on the day on which it is delivered; if sent by post, 5 Business Days after the time of posting; if sent by facsimile, on acknowledgement by the recipient's facsimile receiving equipment on a Business Day if the acknowledgement occurs before 1700 hours local time of the recipient and in any other case on the following Business Day.

19. 19.1

Relationship of Parties This Agreement shall not permit or authorise either Party to: 19.1.1 19.1.2 incur any expenses on behalf of the other Party; enter into any commitment or make any representation or warranty on behalf of the other Party;

concerned which is set out in this Agreement or as may be notified to the other Party in accordance with the provisions of this Clause. Any notices which are sent by e-mail shall not be valid unless and until confirmed by personal delivery, first class or recorded delivery post or by facsimile. Any such notice shall be deemed to be served:
18.1.1 18.1.2 18.1.3 if delivered personally, on the day on which it is delivered; if sent by post, 5 Business Days after the time of posting; if sent by facsimile, on acknowledgement by the recipient's facsimile receiving equipment on a Business Day if the acknowledgement occurs before 1700 hours local time of the recipient and in any other case on the following Business Day.

19. 19.1

Relationship of Parties This Agreement shall not permit or authorise either Party to: 19.1.1 19.1.2 incur any expenses on behalf of the other Party; enter into any commitment or make any representation or warranty on behalf of the other Party; pledge the credit of, or otherwise bind or oblige the other Party; or commit the other Party in any way whatsoever

19.1.3

19.1.4

without in each case obtaining the other Party's prior written consent. 20. Waiver In no event shall any delay, failure or omission on the part of any Party in enforcing, exercising or pursuing any right, power, privilege, claim or remedy, which is conferred by this Agreement, or arises under this Agreement, or arises

29 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

from any breach by the other Party to this Agreement of any of its obligations under this Agreement, be deemed to be or be construed as:
20.1.1 a waiver thereof, or of any other such right power privilege claim or remedy, in respect of the particular circumstances in question; or operate so as to bar the enforcement or exercise thereof, or of any other such right, power, privilege, claim or remedy, in any other instance at any time or times afterwards.

20.1.2

21. Severability Any provision of this Agreement which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction

from any breach by the other Party to this Agreement of any of its obligations under this Agreement, be deemed to be or be construed as:
20.1.1 a waiver thereof, or of any other such right power privilege claim or remedy, in respect of the particular circumstances in question; or operate so as to bar the enforcement or exercise thereof, or of any other such right, power, privilege, claim or remedy, in any other instance at any time or times afterwards.

20.1.2

21. Severability Any provision of this Agreement which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction 22. Third Party Rights Save for the provisions of Clauses 2.2, 2.3, 2.4 and Clause 11 nothing in this Agreement is intended to confer on any person any right to enforce any term of this Agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999. 23. Governing Law This Agreement is governed by and shall be construed in accordance with the laws of England and the Parties hereby submit to the non-exclusive jurisdiction of the English Courts. 30 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

24.

Transmission of Rights Neither Party shall assign the benefit and/or the burden of this Agreement to any third party without the prior written consent of the other.

25. 25.1

Whole Agreement This Agreement together with the other Collaboration Agreements shall supersede any and all promises, representations, warranties or other statements whether written or oral, made by or on behalf of a Party to another of any nature whatsoever or contained in any leaflet, brochure or other document given by a Party to another concerning such subject matter. No provision contained in this Clause, or elsewhere in this Agreement or the other Collaboration Agreements, shall operate so as to exclude any liability of any Party in respect of a fraudulent misrepresentation made by that Party to another, or to restrict or exclude any remedy which the other Party may have in respect of such misrepresentation. Variations Except as provided herein, this Agreement may not be amended, varied or modified except in writing signed by a duly authorised officer or representative of each of the Parties.

25.2

26.

27.

Costs The Parties shall bear their own legal accounting and other costs and expenses incurred in connection with the preparation of the Collaboration

24.

Transmission of Rights Neither Party shall assign the benefit and/or the burden of this Agreement to any third party without the prior written consent of the other.

25. 25.1

Whole Agreement This Agreement together with the other Collaboration Agreements shall supersede any and all promises, representations, warranties or other statements whether written or oral, made by or on behalf of a Party to another of any nature whatsoever or contained in any leaflet, brochure or other document given by a Party to another concerning such subject matter. No provision contained in this Clause, or elsewhere in this Agreement or the other Collaboration Agreements, shall operate so as to exclude any liability of any Party in respect of a fraudulent misrepresentation made by that Party to another, or to restrict or exclude any remedy which the other Party may have in respect of such misrepresentation. Variations Except as provided herein, this Agreement may not be amended, varied or modified except in writing signed by a duly authorised officer or representative of each of the Parties.

25.2

26.

27.

Costs The Parties shall bear their own legal accounting and other costs and expenses incurred in connection with the preparation of the Collaboration Agreements.

28.

Publicity Each Party agrees that, except as may be required by law or regulation, it shall not disclose the existence, substance or details of this Agreement without the prior

31 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

written consent of the other Party. In cases in which disclosure is proposed or required by law, the disclosing Party, prior to such disclosure, will notify the non-disclosing Party of the contents of the proposed disclosure, provided however, that subsequent disclosure(s) of the same or substantially similar contents shall not require further consent. The non-disclosing Party shall have the right to make reasonable changes to the disclosure to protect its interests, such changes to be notified to the disclosing Party within five Working Days. The disclosing Party shall not unreasonably refuse to include such changes in its disclosure. The Parties will agree upon the text of a joint announcement of this Agreement and, once agreed, the information contained in that announcement may be used by either Party in subsequent announcements. 29. Counterparts This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which when so executed shall be an original of this Agreement, and all of which shall together constitute one and the same instrument. Complete sets of counterparts shall be lodged with each Party. 32 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

written consent of the other Party. In cases in which disclosure is proposed or required by law, the disclosing Party, prior to such disclosure, will notify the non-disclosing Party of the contents of the proposed disclosure, provided however, that subsequent disclosure(s) of the same or substantially similar contents shall not require further consent. The non-disclosing Party shall have the right to make reasonable changes to the disclosure to protect its interests, such changes to be notified to the disclosing Party within five Working Days. The disclosing Party shall not unreasonably refuse to include such changes in its disclosure. The Parties will agree upon the text of a joint announcement of this Agreement and, once agreed, the information contained in that announcement may be used by either Party in subsequent announcements. 29. Counterparts This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which when so executed shall be an original of this Agreement, and all of which shall together constitute one and the same instrument. Complete sets of counterparts shall be lodged with each Party. 32 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first before written.
SIGNED by for and on behalf of CEPHALON INC in the presence of: ) ) J. Kevin Buchi ) )

Mary Lou Geis

SIGNED by for and on behalf of NOVARTIS AG in the presence of:

) ) George Miller ) Reto Wittwer ) Marianne Lysser

Sally J Shorthose 33 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule 1 Calculation and Allocation of Collaboration Profits [**] This profit will be allocated between the Parties as follows: Attributable to Novartis [**] Attributable to Cephalon [**]

IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first before written.
SIGNED by for and on behalf of CEPHALON INC in the presence of: ) ) J. Kevin Buchi ) )

Mary Lou Geis

SIGNED by for and on behalf of NOVARTIS AG in the presence of:

) ) George Miller ) Reto Wittwer ) Marianne Lysser

Sally J Shorthose 33 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule 1 Calculation and Allocation of Collaboration Profits [**] This profit will be allocated between the Parties as follows: Attributable to Novartis [**] Attributable to Cephalon [**] Once the overall profit has been ascertained and allocated, account needs to be taken of profit already taken by each Party via the following means: 1. The transfer price of the Products between Affiliates of each Party (adjusted downward to account for stocks held of Collaboration Products at the end of each period of assessment) 2. The profit realised by Cephalon under the Distribution Agreement (adjusted downward to account for stocks of Cephalon Products held by Novartis at the end of each period of assessment) 3. The profit realised by Cephalon under the Managed Services Agreement If the profit realised by Cephalon under points 1 to 3 above exceeds its total allocated profit under the collaboration, Cephalon will pay the excess amount to Novartis. If the profit realised by Cephalon under points 1 to 3 above is less than its total allocated profit under the collaboration, Novartis will pay the amount of this deficit to Cephalon. This calculation will be done on a quarterly basis during each calendar year based on unaudited and where necessary on estimated information, with a final annual full year calculation based on independently audited and accurate information. In ascertaining profits and allocations, no account will to be taken for the time-value of money or the effect of

Schedule 1 Calculation and Allocation of Collaboration Profits [**] This profit will be allocated between the Parties as follows: Attributable to Novartis [**] Attributable to Cephalon [**] Once the overall profit has been ascertained and allocated, account needs to be taken of profit already taken by each Party via the following means: 1. The transfer price of the Products between Affiliates of each Party (adjusted downward to account for stocks held of Collaboration Products at the end of each period of assessment) 2. The profit realised by Cephalon under the Distribution Agreement (adjusted downward to account for stocks of Cephalon Products held by Novartis at the end of each period of assessment) 3. The profit realised by Cephalon under the Managed Services Agreement If the profit realised by Cephalon under points 1 to 3 above exceeds its total allocated profit under the collaboration, Cephalon will pay the excess amount to Novartis. If the profit realised by Cephalon under points 1 to 3 above is less than its total allocated profit under the collaboration, Novartis will pay the amount of this deficit to Cephalon. This calculation will be done on a quarterly basis during each calendar year based on unaudited and where necessary on estimated information, with a final annual full year calculation based on independently audited and accurate information. In ascertaining profits and allocations, no account will to be taken for the time-value of money or the effect of uneven cashflows arising between the parties. Net Profit shall be calculated in sterling. 34 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

[**] 35 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule 2 The Products Part I - Cephalon Product Brand Name/Active Ingredient Pack Size (SKU) NHS Supply Price

[**] 35 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule 2 The Products Part I - Cephalon Product Brand Name/Active Ingredient PROVIGIL/modafanil Pack Size (SKU) 100mg tabs - 30 NHS Supply Price (pounds)60.00

Part II - Novartis Products Trademark/Active Ingredient ANAFRANIL - clomipramine hydrochloride Pack Size (SKU) NHS Supply Price (pounds)

10mg caps - 84 25mg caps - 84 50mg caps - 56

2.75 5.40 6.85 7.51 7.23 4.70 9.03 7.46

ANAFRANIL SR ANAFRANIL SYRUP ANAFRANIL INJECTION LIORESAL - baclofen LIORESAL LIQUID (save for sales for use in intrathecal pumps) RITALIN - methylphenidate

75mg tab - 28 25mg/5ml - 150ml 25mg/2ml amp - 10 10mg tab - 84 5mg/5ml - 300ml

10mg tab - 30

5.57

36 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

TEGRETOL - carbamazepine

100mg tab - 84 200mg tab - 84 400mg tab - 56

2.43 4.50 5.90 2.95 5.49 4.82 9.48 5.72 7.50

TEGRETOL CHEWTAB

100mg - 56 200mg - 56

TEGRETOL RETARD

200mg - 56 400mg - 56

TEGRETOL LIQUID TEGRETOL SUPPS

100mg/5ml - 300ml 125mg - 5

Schedule 2 The Products Part I - Cephalon Product Brand Name/Active Ingredient PROVIGIL/modafanil Pack Size (SKU) 100mg tabs - 30 NHS Supply Price (pounds)60.00

Part II - Novartis Products Trademark/Active Ingredient ANAFRANIL - clomipramine hydrochloride Pack Size (SKU) NHS Supply Price (pounds)

10mg caps - 84 25mg caps - 84 50mg caps - 56

2.75 5.40 6.85 7.51 7.23 4.70 9.03 7.46

ANAFRANIL SR ANAFRANIL SYRUP ANAFRANIL INJECTION LIORESAL - baclofen LIORESAL LIQUID (save for sales for use in intrathecal pumps) RITALIN - methylphenidate

75mg tab - 28 25mg/5ml - 150ml 25mg/2ml amp - 10 10mg tab - 84 5mg/5ml - 300ml

10mg tab - 30

5.57

36 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

TEGRETOL - carbamazepine

100mg tab - 84 200mg tab - 84 400mg tab - 56

2.43 4.50 5.90 2.95 5.49 4.82 9.48 5.72 7.50 10.00

TEGRETOL CHEWTAB

100mg - 56 200mg - 56

TEGRETOL RETARD

200mg - 56 400mg - 56

TEGRETOL LIQUID TEGRETOL SUPPS

100mg/5ml - 300ml 125mg - 5 250mg - 5

The Products shall include essentially similar products, where "essentially similar" has the same meaning as defined in Clause 16.1.1 of this Agreement. 37

TEGRETOL - carbamazepine

100mg tab - 84 200mg tab - 84 400mg tab - 56

2.43 4.50 5.90 2.95 5.49 4.82 9.48 5.72 7.50 10.00

TEGRETOL CHEWTAB

100mg - 56 200mg - 56

TEGRETOL RETARD

200mg - 56 400mg - 56

TEGRETOL LIQUID TEGRETOL SUPPS

100mg/5ml - 300ml 125mg - 5 250mg - 5

The Products shall include essentially similar products, where "essentially similar" has the same meaning as defined in Clause 16.1.1 of this Agreement. 37 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule 3 Trade Marks Registered number 884607 853707 669833 831335

Novartis Product ANAFRANIL LIORESAL RITALIN TEGRETOL

Territory UK UK UK UK

Class 5 5 5 5

Valid until 2010 2008 2007 2007

Cephalon Product PROVIGIL

Territory UK

Class 5

Registered number 1566855

Valid until 2005

38 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule 4 Collaboration Plan (in (pounds)'000) YEAR [**]

Schedule 3 Trade Marks Registered number 884607 853707 669833 831335

Novartis Product ANAFRANIL LIORESAL RITALIN TEGRETOL

Territory UK UK UK UK

Class 5 5 5 5

Valid until 2010 2008 2007 2007

Cephalon Product PROVIGIL

Territory UK

Class 5

Registered number 1566855

Valid until 2005

38 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule 4 Collaboration Plan (in (pounds)'000) YEAR [**] 39 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule 5 Supply and Distribution of Novartis Products. Part I 1. Definition and interpretation 1.1 The following terms shall have the following meanings in this Schedule and all other defined terms shall have the definitions ascribed to them in the Collaboration Agreement: "Adverse Reaction" means a response to a substance that is noxious and unintended and which occurs at doses normally used in man for prophylaxis, diagnosis and therapy; "End Users" means customers who are not reselling the Products to third parties; "Good Distribution Practice" or "GDP" means the regulatory standards and principles and guidelines of good distribution practice as in force from time to time relating to the warehousing, storage and physical distribution of medicinal products established by the applicable Governmental or Regulatory Authority including, without

Schedule 4 Collaboration Plan (in (pounds)'000) YEAR [**] 39 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule 5 Supply and Distribution of Novartis Products. Part I 1. Definition and interpretation 1.1 The following terms shall have the following meanings in this Schedule and all other defined terms shall have the definitions ascribed to them in the Collaboration Agreement: "Adverse Reaction" means a response to a substance that is noxious and unintended and which occurs at doses normally used in man for prophylaxis, diagnosis and therapy; "End Users" means customers who are not reselling the Products to third parties; "Good Distribution Practice" or "GDP" means the regulatory standards and principles and guidelines of good distribution practice as in force from time to time relating to the warehousing, storage and physical distribution of medicinal products established by the applicable Governmental or Regulatory Authority including, without limitation, the Guidelines on Good Distribution Practice of Medicinal Products for Human Use published by the European Commission, as the same may be amended from time to time; "Products" means the Products listed in Part II together with such additions as the Parties may agree in writing; 40 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

"Specification" means the specification for a Product set out in the relevant Product Licence; "Trademarks" means the trademarks relating to the Products listed in Part III. 2. Licence Cephalon hereby grants Novartis the right to sell, promote, market and distribute the Products under the Trademarks and Product Licences in the Territory. 3. Appointment as Distributor 3.1 C. Inc hereby appoints NAG with effect from the Commencement Date as its supplier and distributor of the Products in the Territory on and subject to the terms and conditions of this Agreement.

Schedule 5 Supply and Distribution of Novartis Products. Part I 1. Definition and interpretation 1.1 The following terms shall have the following meanings in this Schedule and all other defined terms shall have the definitions ascribed to them in the Collaboration Agreement: "Adverse Reaction" means a response to a substance that is noxious and unintended and which occurs at doses normally used in man for prophylaxis, diagnosis and therapy; "End Users" means customers who are not reselling the Products to third parties; "Good Distribution Practice" or "GDP" means the regulatory standards and principles and guidelines of good distribution practice as in force from time to time relating to the warehousing, storage and physical distribution of medicinal products established by the applicable Governmental or Regulatory Authority including, without limitation, the Guidelines on Good Distribution Practice of Medicinal Products for Human Use published by the European Commission, as the same may be amended from time to time; "Products" means the Products listed in Part II together with such additions as the Parties may agree in writing; 40 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

"Specification" means the specification for a Product set out in the relevant Product Licence; "Trademarks" means the trademarks relating to the Products listed in Part III. 2. Licence Cephalon hereby grants Novartis the right to sell, promote, market and distribute the Products under the Trademarks and Product Licences in the Territory. 3. Appointment as Distributor 3.1 C. Inc hereby appoints NAG with effect from the Commencement Date as its supplier and distributor of the Products in the Territory on and subject to the terms and conditions of this Agreement. 3.2 Novartis shall supply Products in accordance with the terms of Clause 9 of the Collaboration Agreement. 3.3 NAG shall be entitled to carry out any of its obligations hereunder through any of its Affiliates. 3.4 Novartis shall be responsible for obtaining payment in respect of all sales made of Product in the Territory. 3.5 Cephalon will not appoint in the Territory any other distributor or reseller of the Product nor will it directly supply for its own account any Product to distributors, resellers or End Users located within the Territory. 3.6 The provisions of Clause 3.5 shall terminate on the fifth anniversary of the Commencement Date unless expressly renewed by the Parties. 3.7 Payment for the provision of the supply and distribution services shall be provided for in the Collaboration Agreement.

"Specification" means the specification for a Product set out in the relevant Product Licence; "Trademarks" means the trademarks relating to the Products listed in Part III. 2. Licence Cephalon hereby grants Novartis the right to sell, promote, market and distribute the Products under the Trademarks and Product Licences in the Territory. 3. Appointment as Distributor 3.1 C. Inc hereby appoints NAG with effect from the Commencement Date as its supplier and distributor of the Products in the Territory on and subject to the terms and conditions of this Agreement. 3.2 Novartis shall supply Products in accordance with the terms of Clause 9 of the Collaboration Agreement. 3.3 NAG shall be entitled to carry out any of its obligations hereunder through any of its Affiliates. 3.4 Novartis shall be responsible for obtaining payment in respect of all sales made of Product in the Territory. 3.5 Cephalon will not appoint in the Territory any other distributor or reseller of the Product nor will it directly supply for its own account any Product to distributors, resellers or End Users located within the Territory. 3.6 The provisions of Clause 3.5 shall terminate on the fifth anniversary of the Commencement Date unless expressly renewed by the Parties. 3.7 Payment for the provision of the supply and distribution services shall be provided for in the Collaboration Agreement. 41 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

4. Novartis' Obligations 4.1 Novartis shall perform its obligations hereunder as principal. Except as provided in this Schedule 5, it shall not otherwise dispose of the Products within the Territory, and shall not sell the Products within the Territory on behalf of, or in the name of, Cephalon. 4.2 Novartis shall not during the Term do anything which may prevent the sale, or interfere with the development of, sales of the Products in the Territory or which may adversely affect the quality of the Products. 4.3 Novartis shall maintain sufficient resources (either its own employees or through permitted subcontracts) in order to perform in a timely and satisfactory manner its obligations under this Agreement in respect of the Products throughout the Territory. 4.4 Novartis shall supply the Product in packaging which incorporates any information that may be required by the relevant Product Licence, any Governmental or regulatory authority or any applicable law, rule or regulation from time to time. 4.5 Novartis shall obtain and maintain at its own cost and expense all necessary permissions, consents and licences to enable it to carry out its obligations hereunder in the Territory and to ensure the full and legal operation of this Agreement. 4.6 Novartis shall keep Cephalon informed in writing of respect of any complaint, claim, demand or dispute concerning the Products in the Territory.

4. Novartis' Obligations 4.1 Novartis shall perform its obligations hereunder as principal. Except as provided in this Schedule 5, it shall not otherwise dispose of the Products within the Territory, and shall not sell the Products within the Territory on behalf of, or in the name of, Cephalon. 4.2 Novartis shall not during the Term do anything which may prevent the sale, or interfere with the development of, sales of the Products in the Territory or which may adversely affect the quality of the Products. 4.3 Novartis shall maintain sufficient resources (either its own employees or through permitted subcontracts) in order to perform in a timely and satisfactory manner its obligations under this Agreement in respect of the Products throughout the Territory. 4.4 Novartis shall supply the Product in packaging which incorporates any information that may be required by the relevant Product Licence, any Governmental or regulatory authority or any applicable law, rule or regulation from time to time. 4.5 Novartis shall obtain and maintain at its own cost and expense all necessary permissions, consents and licences to enable it to carry out its obligations hereunder in the Territory and to ensure the full and legal operation of this Agreement. 4.6 Novartis shall keep Cephalon informed in writing of respect of any complaint, claim, demand or dispute concerning the Products in the Territory. 4.7 Novartis agrees during the Term to comply with, and not to take any action which would be subject to penalty under, all laws, rules and regulations applicable to this Agreement in the Territory, and to conduct its business in accordance with all applicable ethical business practices and Good Distribution Practice. 4.8 Novartis undertakes during the Term that it will not copy, produce, make, modify or manufacture or assist any other party to copy, produce, make or manufacture the 42 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Products or any part thereof for use, sale, or any other purpose inside the Territory. Provided that the provisions of this Clause 4.8 shall terminate after five years following the Commencement Date unless renewed by agreement between the Parties. 4.9 Novartis undertakes during the Term to store the Products in accordance with the terms of the Product Licences and GDP under conditions that will prevent deterioration of the Products. Novartis agrees to allow Cephalon or its authorised representative to inspect the Products when in storage under the control of Novartis from time to time upon reasonable notice. Novartis shall advise Cephalon within 48 hours of any reported Adverse Reaction occurring in the Territory and reported to Novartis in respect of the Products. Novartis shall have sole responsibility for reporting Adverse Reactions to the Medicines Control Agency and will conduct all communication relating to safety issues. Novartis shall be responsible for reporting any Adverse Reaction relating to the Products to the health authorities in the Territory in accordance with the applicable legal requirements. Novartis shall provide Cephalon with copies of the periodic safety update reports (if any) on Adverse Reactions and update requirements and recommendations as to the best use of the Products. Novartis shall be responsible for entering all Adverse Reactions to the Products into their global Adverse Reactions database. This information

4.10

4.11

4.12

4.13

Products or any part thereof for use, sale, or any other purpose inside the Territory. Provided that the provisions of this Clause 4.8 shall terminate after five years following the Commencement Date unless renewed by agreement between the Parties. 4.9 Novartis undertakes during the Term to store the Products in accordance with the terms of the Product Licences and GDP under conditions that will prevent deterioration of the Products. Novartis agrees to allow Cephalon or its authorised representative to inspect the Products when in storage under the control of Novartis from time to time upon reasonable notice. Novartis shall advise Cephalon within 48 hours of any reported Adverse Reaction occurring in the Territory and reported to Novartis in respect of the Products. Novartis shall have sole responsibility for reporting Adverse Reactions to the Medicines Control Agency and will conduct all communication relating to safety issues. Novartis shall be responsible for reporting any Adverse Reaction relating to the Products to the health authorities in the Territory in accordance with the applicable legal requirements. Novartis shall provide Cephalon with copies of the periodic safety update reports (if any) on Adverse Reactions and update requirements and recommendations as to the best use of the Products. Novartis shall be responsible for entering all Adverse Reactions to the Products into their global Adverse Reactions database. This information will be available for analysis and comment if required in relation to any emerging safety issue in relation to the Products. Novartis agrees to inform Cephalon and keep it informed within 48 hours of notification of any action by, or notification or other information which it receives (directly or indirectly) from any Governmental or Regulatory Authority, which (a) raises any material concerns regarding the safety or efficacy of any Product, (b)

4.10

4.11

4.12

4.13

4.14

43 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

which indicates or suggests a potential material liability for either Party to third parties arising in connection with any Product, or (c) which is reasonably, likely to lead to a recall of any Product, including in all cases, but not limited to:
4.14.1 Governmental or Regulatory Authority inspections of manufacturing, distribution of other related facilities, in which Product is manufactured, stored or otherwise present; receipt of a warning letter from any Governmental or Regulatory Authority relating to any Product; or on initiation of any Governmental or Regulatory Authority investigations, detention, seizure or injunction concerning any Product.

4.14.2

4.14.3

4.15

Novartis shall supply Products which meet the Specification and which are manufactured in accordance with Good Manufacturing Practice and shall be responsible for creating and retaining manufacturing, analytical and distribution records, testing and releasing materials, undertaking product and quality controls, including in-process controls and all necessary stability studies, and analysis relating to the Product all in accordance with such Specification and Good Manufacturing Practice.

44

which indicates or suggests a potential material liability for either Party to third parties arising in connection with any Product, or (c) which is reasonably, likely to lead to a recall of any Product, including in all cases, but not limited to:
4.14.1 Governmental or Regulatory Authority inspections of manufacturing, distribution of other related facilities, in which Product is manufactured, stored or otherwise present; receipt of a warning letter from any Governmental or Regulatory Authority relating to any Product; or on initiation of any Governmental or Regulatory Authority investigations, detention, seizure or injunction concerning any Product.

4.14.2

4.14.3

4.15

Novartis shall supply Products which meet the Specification and which are manufactured in accordance with Good Manufacturing Practice and shall be responsible for creating and retaining manufacturing, analytical and distribution records, testing and releasing materials, undertaking product and quality controls, including in-process controls and all necessary stability studies, and analysis relating to the Product all in accordance with such Specification and Good Manufacturing Practice.

44 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Part II The Products Brand Name ANAFRANIL Pack Size (SKU) 10mg caps - 84 25mg caps - 84 50mg caps - 56 ANAFRANIL SR ANAFRANIL SYRUP ANAFRANIL INJECTION LIORESAL LIORESAL LIQUID 75mg tab - 28 25mg/5ml - 150ml 25mg/2ml - amp x 10 10mg tab - 84 5mg/5ml - 300ml NHS Supply Price (pounds) 2.75 5.40 6.85 7.51 7.23 4.70 9.03 7.46

(excluding sales for use in intrathecal pumps) RITALIN TEGRETOL 10mg tab - 30 100mg tab - 84 200mg tab - 84 400mg tab - 56 TEGRETOL CHEWTAB 100mg - 56 200mg - 56 TEGRETOL RETARD 200mg - 56 5.57 2.43 4.50 5.90 2.95 5.49 4.82

Part II The Products Brand Name ANAFRANIL Pack Size (SKU) 10mg caps - 84 25mg caps - 84 50mg caps - 56 ANAFRANIL SR ANAFRANIL SYRUP ANAFRANIL INJECTION LIORESAL LIORESAL LIQUID 75mg tab - 28 25mg/5ml - 150ml 25mg/2ml - amp x 10 10mg tab - 84 5mg/5ml - 300ml NHS Supply Price (pounds) 2.75 5.40 6.85 7.51 7.23 4.70 9.03 7.46

(excluding sales for use in intrathecal pumps) RITALIN TEGRETOL 10mg tab - 30 100mg tab - 84 200mg tab - 84 400mg tab - 56 TEGRETOL CHEWTAB 100mg - 56 200mg - 56 TEGRETOL RETARD 200mg - 56 400mg - 56 5.57 2.43 4.50 5.90 2.95 5.49 4.82 9.48

45 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

TEGRETOL LIQUID TEGRETOL SUPPS

100mg/5ml 300ml 125mg - 5 250mg - 5

5.72 7.50 10.00

46 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Part III The Trademarks Registered number

Product

Territory

Class

Valid until

TEGRETOL LIQUID TEGRETOL SUPPS

100mg/5ml 300ml 125mg - 5 250mg - 5

5.72 7.50 10.00

46 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Part III The Trademarks Registered number 884607 853707 669833 831335

Product ANAFRANIL LIORESAL RITALIN TEGRETOL

Territory UK UK UK UK

Class 5 5 5 5

Valid until 2010 2008 2007 2007

47 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule 6 Part I - Collaboration Committee Cephalon Members Sales and Marketing Director - UK Finance Director - UK Medical Director - UK Novartis Members Marketing Manager -- CNS - UK Medical Manager -- CNS - UK Planning Executive -- Finance - UK Part II - Executive Committee Cephalon Members Senior VP and CFO Cephalon, Inc. Senior VP Pharmaceutical Operations Cephalon, Inc. Senior VP Business Development Cephalon, Inc. UK Country Manager Novartis Members

Part III The Trademarks Registered number 884607 853707 669833 831335

Product ANAFRANIL LIORESAL RITALIN TEGRETOL

Territory UK UK UK UK

Class 5 5 5 5

Valid until 2010 2008 2007 2007

47 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule 6 Part I - Collaboration Committee Cephalon Members Sales and Marketing Director - UK Finance Director - UK Medical Director - UK Novartis Members Marketing Manager -- CNS - UK Medical Manager -- CNS - UK Planning Executive -- Finance - UK Part II - Executive Committee Cephalon Members Senior VP and CFO Cephalon, Inc. Senior VP Pharmaceutical Operations Cephalon, Inc. Senior VP Business Development Cephalon, Inc. UK Country Manager Novartis Members CEO Country Sector Organisation UK Finance and Administration Director, UK Director Business Units -- CNS - UK Finance and Administration Manager - Basel 48 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule 6 Part I - Collaboration Committee Cephalon Members Sales and Marketing Director - UK Finance Director - UK Medical Director - UK Novartis Members Marketing Manager -- CNS - UK Medical Manager -- CNS - UK Planning Executive -- Finance - UK Part II - Executive Committee Cephalon Members Senior VP and CFO Cephalon, Inc. Senior VP Pharmaceutical Operations Cephalon, Inc. Senior VP Business Development Cephalon, Inc. UK Country Manager Novartis Members CEO Country Sector Organisation UK Finance and Administration Director, UK Director Business Units -- CNS - UK Finance and Administration Manager - Basel 48 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule 7 [**] 49 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule 8 [**] 50 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted

Schedule 7 [**] 49 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule 8 [**] 50 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Exhibit 10.17(d) Dated 27th November 2000 CEPHALON (UK) LIMITED - and NOVARTIS PHARMACEUTICALS UK LIMITED

DISTRIBUTION AGREEMENT

CMS Cameron McKenna Mitre House 160 Aldersgate Street London EC1A 4DD T+44(0)20 7367 3000 F+44(0)20 7367 2000 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

THIS AGREEMENT is made the 27th day of November 2000 BETWEEN: (1) CEPHALON (UK) LIMITED (Registered no 3207745) a company incorporated in England and Wales whose registered office is at 11/13 Frederick Sangers Road, Surrey Research Park, Guildford, Surrey GU2 5YD ("Cephalon"); and (2) NOVARTIS PHARMACEUTICALS UK LIMITED ( Registered no 119006), a company incorporated in

Schedule 8 [**] 50 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Exhibit 10.17(d) Dated 27th November 2000 CEPHALON (UK) LIMITED - and NOVARTIS PHARMACEUTICALS UK LIMITED

DISTRIBUTION AGREEMENT

CMS Cameron McKenna Mitre House 160 Aldersgate Street London EC1A 4DD T+44(0)20 7367 3000 F+44(0)20 7367 2000 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

THIS AGREEMENT is made the 27th day of November 2000 BETWEEN: (1) CEPHALON (UK) LIMITED (Registered no 3207745) a company incorporated in England and Wales whose registered office is at 11/13 Frederick Sangers Road, Surrey Research Park, Guildford, Surrey GU2 5YD ("Cephalon"); and (2) NOVARTIS PHARMACEUTICALS UK LIMITED ( Registered no 119006), a company incorporated in England and Wales whose registered office is at Frimley Business Park, Frimley, Camberley, Surrey GU16 7SR ("Novartis"). WHEREAS: Cephalon wishes to appoint Novartis to distribute and sell Products (as hereinafter defined) in the Territory (as hereinafter defined) and Novartis wishes to accept such appointment on the terms and conditions of this Agreement. NOW IT IS HEREBY AGREED as follows:

Exhibit 10.17(d) Dated 27th November 2000 CEPHALON (UK) LIMITED - and NOVARTIS PHARMACEUTICALS UK LIMITED

DISTRIBUTION AGREEMENT

CMS Cameron McKenna Mitre House 160 Aldersgate Street London EC1A 4DD T+44(0)20 7367 3000 F+44(0)20 7367 2000 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

THIS AGREEMENT is made the 27th day of November 2000 BETWEEN: (1) CEPHALON (UK) LIMITED (Registered no 3207745) a company incorporated in England and Wales whose registered office is at 11/13 Frederick Sangers Road, Surrey Research Park, Guildford, Surrey GU2 5YD ("Cephalon"); and (2) NOVARTIS PHARMACEUTICALS UK LIMITED ( Registered no 119006), a company incorporated in England and Wales whose registered office is at Frimley Business Park, Frimley, Camberley, Surrey GU16 7SR ("Novartis"). WHEREAS: Cephalon wishes to appoint Novartis to distribute and sell Products (as hereinafter defined) in the Territory (as hereinafter defined) and Novartis wishes to accept such appointment on the terms and conditions of this Agreement. NOW IT IS HEREBY AGREED as follows: 1. Interpretation 1.1 Unless the context otherwise requires the following definitions shall apply throughout this Agreement: "Adverse Reaction" means a response to a substance that is noxious and unintended and which occurs at doses normally used in man for prophylaxis, diagnosis and therapy; "Affiliate" means any company, partnership or other entity which directly or indirectly Controls, is Controlled by or is under common Control with the Party in question including as a Subsidiary or Holding Company; "Agreement" means this agreement including the Schedules hereto as may be varied from time to time in accordance with the provisions of this agreement;

THIS AGREEMENT is made the 27th day of November 2000 BETWEEN: (1) CEPHALON (UK) LIMITED (Registered no 3207745) a company incorporated in England and Wales whose registered office is at 11/13 Frederick Sangers Road, Surrey Research Park, Guildford, Surrey GU2 5YD ("Cephalon"); and (2) NOVARTIS PHARMACEUTICALS UK LIMITED ( Registered no 119006), a company incorporated in England and Wales whose registered office is at Frimley Business Park, Frimley, Camberley, Surrey GU16 7SR ("Novartis"). WHEREAS: Cephalon wishes to appoint Novartis to distribute and sell Products (as hereinafter defined) in the Territory (as hereinafter defined) and Novartis wishes to accept such appointment on the terms and conditions of this Agreement. NOW IT IS HEREBY AGREED as follows: 1. Interpretation 1.1 Unless the context otherwise requires the following definitions shall apply throughout this Agreement: "Adverse Reaction" means a response to a substance that is noxious and unintended and which occurs at doses normally used in man for prophylaxis, diagnosis and therapy; "Affiliate" means any company, partnership or other entity which directly or indirectly Controls, is Controlled by or is under common Control with the Party in question including as a Subsidiary or Holding Company; "Agreement" means this agreement including the Schedules hereto as may be varied from time to time in accordance with the provisions of this agreement; 1 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

"Commencement Date" means 1 January 2001; "Control" means the ownership (direct or indirect) of more than 50% of the issued share capital, or the legal power to direct or cause the direction of the general management and policies of the Party in question and "Controlled" and "Controller" shall be construed accordingly; "End Users" means customers who are not reselling the Products to third parties;

"Commencement Date" means 1 January 2001; "Control" means the ownership (direct or indirect) of more than 50% of the issued share capital, or the legal power to direct or cause the direction of the general management and policies of the Party in question and "Controlled" and "Controller" shall be construed accordingly; "End Users" means customers who are not reselling the Products to third parties; "Force Majeure" means in relation to any Party any event or circumstance which is beyond the reasonable control of that Party which event that Party could not reasonably be expected to have taken into account at the date of this Agreement including acts of God, war, riot, civil commotion, any overriding emergency, fire, flood, storm and industrial dispute (other than industrial dispute affecting only the employees of the Party suffering the event of force majeure or any of its agents or subcontractors); "Good Distribution Practice" or "GDP" means the regulatory standards and principles and guidelines of good distribution practice as in force from time to time relating to the warehousing, storage and physical distribution of medicinal products established by the applicable Governmental or Regulatory Authority including, without limitation, the Guidelines on Good Distribution Practice of Medicinal Products for Human Use published by the European Commission, as the same may be amended from time to time; "Good Manufacturing Practice" or "GMP" means the regulatory standards and principles and guidelines of good manufacturing practice as in effect from time to time relating to the manufacture of medicinal products including, without limitation, standards for equipment, facilities, production and quality control established by the applicable Governmental or Regulatory Authority; "Governmental or Regulatory Authority" means any local or national agency, authority, department, court, tribunal, arbitrator, inspectorate, minister, ministry official or public or statutory person (whether autonomous or not) of, or of any 2 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

government of, any country having jurisdiction over this Agreement or any of the Parties or in respect of the regulation of medicinal products in the Territory including the European Commission and the European Court of Justice; "Insolvency Event" in relation to any Party, means any one of the following: (a) a notice shall have been issued to convene a meeting for the purpose of passing a resolution to wind up that Party or such a resolution shall have been passed other than a resolution for the solvent reconstruction or reorganisation of that Party; or (b) a resolution (other than a resolution for the solvent reconstruction or reorganisation of a Party) shall have been passed by that Party's directors to seek a winding up or administration order or a petition for a winding up or administration order shall have been presented against that Party or such an order shall have been made; or (c) a receiver, administrative receiver, receiver and manager, interim receiver, custodian, sequestrator or similar officer is appointed in respect of that Party or over a substantial part of its assets or any third party takes steps to appoint such an officer in respect of that Party or an encumbrancer takes steps to enforce or enforces its security; or (d) a proposal for a voluntary arrangement shall have been made in relation to that Party under Part I Insolvency Act 1986; or

government of, any country having jurisdiction over this Agreement or any of the Parties or in respect of the regulation of medicinal products in the Territory including the European Commission and the European Court of Justice; "Insolvency Event" in relation to any Party, means any one of the following: (a) a notice shall have been issued to convene a meeting for the purpose of passing a resolution to wind up that Party or such a resolution shall have been passed other than a resolution for the solvent reconstruction or reorganisation of that Party; or (b) a resolution (other than a resolution for the solvent reconstruction or reorganisation of a Party) shall have been passed by that Party's directors to seek a winding up or administration order or a petition for a winding up or administration order shall have been presented against that Party or such an order shall have been made; or (c) a receiver, administrative receiver, receiver and manager, interim receiver, custodian, sequestrator or similar officer is appointed in respect of that Party or over a substantial part of its assets or any third party takes steps to appoint such an officer in respect of that Party or an encumbrancer takes steps to enforce or enforces its security; or (d) a proposal for a voluntary arrangement shall have been made in relation to that Party under Part I Insolvency Act 1986; or (e) a step or event shall have been taken or arisen outside the Territory which is similar or analogous to any of the steps or events listed at (a) to (d) above; or (f) that Party suspends or threatens to suspend making payments to all or some of that Party's creditors or the Party submits to any type of voluntary arrangement; or 3 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(g) where that Party is resident in the Territory it is deemed to be unable to pay its debts within the meaning of Section 123 Insolvency Act 1986; "Managed Services Agreement" means the Managed Services Agreement of even date entered into between the Parties; "Party" means Cephalon or Novartis (or their respective successors) and "Parties" shall mean both of them; "Product" means the Product listed in the Schedule together with such additions as the Parties may agree in writing from time to time; "Product Licence" means the authorisation for the sale and marketing of a Product in the Territory granted by a Governmental or Regulatory Authority as may be varied from time to time by Cephalon or Novartis as the case may be; "Rights" means all or any copyright, design right, trademarks, trade names, patents, know-how, trade secrets and other intellectual property or other proprietary rights in respect of or relating to the Products which may at any time subsist throughout all or any part of the world (whether registered or otherwise) including without limitation the Trademark, and all extensions and renewals thereof;
"Sale" means the transfer of title in the Products for consideration; and "sell" and "selling" shall be construed accordingly; "SKU" means a single stock keeping unit of Product;

(g) where that Party is resident in the Territory it is deemed to be unable to pay its debts within the meaning of Section 123 Insolvency Act 1986; "Managed Services Agreement" means the Managed Services Agreement of even date entered into between the Parties; "Party" means Cephalon or Novartis (or their respective successors) and "Parties" shall mean both of them; "Product" means the Product listed in the Schedule together with such additions as the Parties may agree in writing from time to time; "Product Licence" means the authorisation for the sale and marketing of a Product in the Territory granted by a Governmental or Regulatory Authority as may be varied from time to time by Cephalon or Novartis as the case may be; "Rights" means all or any copyright, design right, trademarks, trade names, patents, know-how, trade secrets and other intellectual property or other proprietary rights in respect of or relating to the Products which may at any time subsist throughout all or any part of the world (whether registered or otherwise) including without limitation the Trademark, and all extensions and renewals thereof;
"Sale" means the transfer of title in the Products for consideration; and "sell" and "selling" shall be construed accordingly; "SKU" means a single stock keeping unit of Product;

"Specification" means the specification for a Product set out in the Product Licence; "Supply Price" means the price for each SKU as set out in Schedule 1A; "Term" means the period of ten years from the Commencement Date; 4 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

"Territory" means the United Kingdom together with the Republic of Ireland or as may be agreed between the parties from time to time; "Trademark" means the registered trademark for the Product set out in the Schedule; "Working Day" means a day other than a Saturday, Sunday, bank or other public holiday in England and Wales; 1.2 In this Agreement:1.2.1 unless the context otherwise requires all references to a particular Clause, Schedule or paragraph shall be a reference to that Clause, Schedule or paragraph, in or to this Agreement as it may be amended from time to time pursuant to this Agreement; 1.2.2 the table of contents and headings are inserted for convenience only and shall be ignored in construing this Agreement; 1.2.3 unless the contrary intention appears words importing the masculine gender shall include the feminine and vice versa and words in the singular include the plural and vice versa;

"Territory" means the United Kingdom together with the Republic of Ireland or as may be agreed between the parties from time to time; "Trademark" means the registered trademark for the Product set out in the Schedule; "Working Day" means a day other than a Saturday, Sunday, bank or other public holiday in England and Wales; 1.2 In this Agreement:1.2.1 unless the context otherwise requires all references to a particular Clause, Schedule or paragraph shall be a reference to that Clause, Schedule or paragraph, in or to this Agreement as it may be amended from time to time pursuant to this Agreement; 1.2.2 the table of contents and headings are inserted for convenience only and shall be ignored in construing this Agreement; 1.2.3 unless the contrary intention appears words importing the masculine gender shall include the feminine and vice versa and words in the singular include the plural and vice versa; 1.2.4 unless the contrary intention appears words denoting persons shall include any individual, partnership, company, corporation, joint venture, trust, association (incorporated or unincorporated), organisation or other entity, in each case whether or not having separate legal personality; 1.2.5 reference to any statute or regulation includes any modification or re-enactment of that statute or regulation; and 1.2.6 reference to the words "include" or "including" are to be construed without limitation to the generality of the preceding words. 5 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

2. Appointment and Term 2.1 Cephalon hereby appoints Novartis with effect from the Commencement Date as its distributor of the Product in the Territory on and subject to the terms and conditions of this Agreement. For the avoidance of doubt Cephalon reserves the right to distribute the Product in all territories outside the Territory. 2.2 This Agreement shall commence on the Commencement Date and continue for the Term or until terminated by mutual agreement between the Parties, provided that the provisions of Clause 2.3 and 3.13 shall expire on the fifth anniversary of the Commencement Date unless renewed by specific agreement between the Parties. 2.3 Cephalon will not appoint in the Territory any other distributor or reseller of the Product nor will it directly supply for its own account the Product to distributors, resellers or End Users located within the Territory. 3. General Undertakings by Novartis 3.1 Novartis shall perform its obligations hereunder as principal. Except as provided in this Agreement, it shall not otherwise dispose of the Product within the Territory, and shall not sell the Product within the Territory on behalf of, or in the name of, Cephalon. 3.2 Novartis agrees that the only remuneration it shall receive directly as a result of distributing the Product under this Agreement shall be any margin it receives on the resale of the Product. Novartis shall be responsible for obtaining payment in respect of all sales made of the Product in the Territory.

2. Appointment and Term 2.1 Cephalon hereby appoints Novartis with effect from the Commencement Date as its distributor of the Product in the Territory on and subject to the terms and conditions of this Agreement. For the avoidance of doubt Cephalon reserves the right to distribute the Product in all territories outside the Territory. 2.2 This Agreement shall commence on the Commencement Date and continue for the Term or until terminated by mutual agreement between the Parties, provided that the provisions of Clause 2.3 and 3.13 shall expire on the fifth anniversary of the Commencement Date unless renewed by specific agreement between the Parties. 2.3 Cephalon will not appoint in the Territory any other distributor or reseller of the Product nor will it directly supply for its own account the Product to distributors, resellers or End Users located within the Territory. 3. General Undertakings by Novartis 3.1 Novartis shall perform its obligations hereunder as principal. Except as provided in this Agreement, it shall not otherwise dispose of the Product within the Territory, and shall not sell the Product within the Territory on behalf of, or in the name of, Cephalon. 3.2 Novartis agrees that the only remuneration it shall receive directly as a result of distributing the Product under this Agreement shall be any margin it receives on the resale of the Product. Novartis shall be responsible for obtaining payment in respect of all sales made of the Product in the Territory. 3.3 Novartis shall provide Cephalon at least twice weekly with an estimate of sales achieved and shipped. 3.4 Novartis shall not during the Term: 6 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(a) actively canvass or solicit orders for the Product outside the Territory; or (b) open branches for the sale of the Product outside the Territory; or (c) maintain distribution depots for the Product outside the Territory. 3.5 Novartis shall not during the Term do anything which may prevent the sale, or interfere with the development of, sales of the Product in the Territory or which may adversely affect the quality of the Product. Novartis shall sell and distribute the Product only in accordance with the Product Licence and all applicable laws, rules and regulations in the Territory. Novartis shall maintain sufficient resources (either its own employees or through permitted subcontracts) to carry out its obligations hereunder in respect of the Product throughout the Territory and to perform in a timely and satisfactory manner Novartis' obligations under this Agreement. Novartis agrees during the Term to comply with, and not to take any action which would be subject to penalty under, all laws, rules and regulations applicable to this Agreement in the Territory, and to conduct its business in accordance with all applicable ethical business practices and Good Distribution Practice. Novartis shall obtain and maintain at its own cost and expense all necessary permissions, consents and licences to enable it to carry out its obligations hereunder in the Territory and to ensure the full and legal operation of this Agreement (other than the Product Licence).

3.6

3.7

3.8

3.9

(a) actively canvass or solicit orders for the Product outside the Territory; or (b) open branches for the sale of the Product outside the Territory; or (c) maintain distribution depots for the Product outside the Territory. 3.5 Novartis shall not during the Term do anything which may prevent the sale, or interfere with the development of, sales of the Product in the Territory or which may adversely affect the quality of the Product. Novartis shall sell and distribute the Product only in accordance with the Product Licence and all applicable laws, rules and regulations in the Territory. Novartis shall maintain sufficient resources (either its own employees or through permitted subcontracts) to carry out its obligations hereunder in respect of the Product throughout the Territory and to perform in a timely and satisfactory manner Novartis' obligations under this Agreement. Novartis agrees during the Term to comply with, and not to take any action which would be subject to penalty under, all laws, rules and regulations applicable to this Agreement in the Territory, and to conduct its business in accordance with all applicable ethical business practices and Good Distribution Practice. Novartis shall obtain and maintain at its own cost and expense all necessary permissions, consents and licences to enable it to carry out its obligations hereunder in the Territory and to ensure the full and legal operation of this Agreement (other than the Product Licence). Novartis shall keep Cephalon informed in writing in respect of any complaint, claim, demand or dispute concerning the Product. Novartis shall advise Cephalon within 48 hours of any reported Adverse Reaction occurring in the Territory and reported to Novartis in respect of the Product. Cephalon shall have sole responsibility for reporting Adverse Reactions to the

3.6

3.7

3.8

3.9

3.10

3.11

7 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Medicines Control Agency and will conduct all communication relating to safety issues. 3.12 Novartis undertakes during the Term to store the Product in accordance with the terms of the Product Licence and GDP under conditions that will prevent deterioration of the Product and under any special conditions as may be notified to Novartis by Cephalon from time to time. Novartis agrees to allow Cephalon or its authorised representative to inspect the Product when in storage under the control of Novartis from time to time upon reasonable notice. Novartis undertakes during the Term that it will not copy, produce, make, modify or manufacture or assist any other party to copy, produce, make or manufacture the Product or any part thereof for use, sale, or any other purpose whether inside or outside the Territory. In the event of any Product recall, revocation of the Product Licence or any other event affecting the Product, Novartis shall: 3.14.1 3.14.2 immediately cease all distribution of the Product; comply at Cephalon's cost with all Cephalon's reasonable instructions regarding collection of recalled Product, such collection to be at Cephalon's expense, unless such recall is

3.13

3.14

Medicines Control Agency and will conduct all communication relating to safety issues. 3.12 Novartis undertakes during the Term to store the Product in accordance with the terms of the Product Licence and GDP under conditions that will prevent deterioration of the Product and under any special conditions as may be notified to Novartis by Cephalon from time to time. Novartis agrees to allow Cephalon or its authorised representative to inspect the Product when in storage under the control of Novartis from time to time upon reasonable notice. Novartis undertakes during the Term that it will not copy, produce, make, modify or manufacture or assist any other party to copy, produce, make or manufacture the Product or any part thereof for use, sale, or any other purpose whether inside or outside the Territory. In the event of any Product recall, revocation of the Product Licence or any other event affecting the Product, Novartis shall: 3.14.1 3.14.2 immediately cease all distribution of the Product; comply at Cephalon's cost with all Cephalon's reasonable instructions regarding collection of recalled Product, such collection to be at Cephalon's expense, unless such recall is caused by the acts or omission of Novartis, other than when Novartis is acting on Cephalon's instructions, provided however that Novartis shall use all reasonable endeavours to minimise such costs and expenses; provide such other assistance as may be reasonably requested by Cephalon.

3.13

3.14

3.14.3

4. General Undertakings by Cephalon 4.1 Cephalon shall, and shall procure that its Affiliates shall, during the Term promptly refer to Novartis (or as Novartis shall direct) all enquiries it receives for the Product for sale or ultimate delivery within the Territory. 8 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

4.2 Cephalon shall, and shall procure that its Affiliates shall, use all reasonable endeavours so far as permitted by law to safeguard the exclusive rights hereby granted to Novartis including the taking of such steps as may be available to prevent the infringement of any Rights it may have in respect of the Product within the Territory. 4.3 Cephalon shall supply the Product in accordance with Specification and in packaging which incorporates any information that may be required by the Product Licence, any Governmental or Regulatory Authority or any applicable law, rule or regulation from time to time. 4.4 Cephalon shall be responsible for reporting any Adverse Reactions relating to the Product to the health authorities in the Territory in accordance with the applicable legal requirements. 4.5 Cephalon shall provide Novartis with copies of the periodic safety update reports (if any) on Adverse Reactions and update requirements and recommendations as to the best use of the Product. 4.6 Cephalon shall be responsible for entering all Adverse Reactions to the Product into its global Adverse Reaction database. This information will be available for analysis and comment if required in relation to any emerging safety issue in relation to the Product. 4.7 Cephalon agrees to inform Novartis and keep it informed within 48 hours of notification of any action by, or notification or other information which it receives (directly or indirectly) from any Governmental or Regulatory

4.2 Cephalon shall, and shall procure that its Affiliates shall, use all reasonable endeavours so far as permitted by law to safeguard the exclusive rights hereby granted to Novartis including the taking of such steps as may be available to prevent the infringement of any Rights it may have in respect of the Product within the Territory. 4.3 Cephalon shall supply the Product in accordance with Specification and in packaging which incorporates any information that may be required by the Product Licence, any Governmental or Regulatory Authority or any applicable law, rule or regulation from time to time. 4.4 Cephalon shall be responsible for reporting any Adverse Reactions relating to the Product to the health authorities in the Territory in accordance with the applicable legal requirements. 4.5 Cephalon shall provide Novartis with copies of the periodic safety update reports (if any) on Adverse Reactions and update requirements and recommendations as to the best use of the Product. 4.6 Cephalon shall be responsible for entering all Adverse Reactions to the Product into its global Adverse Reaction database. This information will be available for analysis and comment if required in relation to any emerging safety issue in relation to the Product. 4.7 Cephalon agrees to inform Novartis and keep it informed within 48 hours of notification of any action by, or notification or other information which it receives (directly or indirectly) from any Governmental or Regulatory Authority, which (a) raises any material concerns regarding the safety or efficacy of any Product, (b) which indicates or suggests a potential material liability for either Party to third parties arising in connection with the Product, or (c) which is reasonably, likely to lead to a recall of the Product, including in all cases, but not limited to: 9 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

(i) Governmental or Regulatory Authority inspections of manufacturing, distribution of other related facilities, in which the Product is manufactured, stored or otherwise present; (ii) receipt of a warning letter from any Governmental or Regulatory Authority relating to the Product; or (iii) on initiation of any Governmental or Regulatory Authority investigations, detention, seizure or injunction concerning the Product. 5. Supply and Purchase of Product 5.1 Novartis shall purchase from Cephalon such amount of Product for sale in the Territory as shall be agreed from time to time, ready packaged from Cephalon or an Affiliate of Cephalon and shall not alter or amend the packaging of any Product so supplied. The minimum order quantity shall represent no less than three months' supply based on average sales during the previous two months. 5.2 All orders issued by Novartis to Cephalon for the Product shall be processed by Cephalon and delivered at Novartis' expense to the warehouse of Healthcare Logistics Limited at Iver, Buckinghamshire, or such other address as shall be stipulated by Novartis. Cephalon shall use all reasonable endeavours to ensure delivery of Product takes place on the delivery date specified in the order issued by Novartis. 5.3 Cephalon shall be entitled at any time during the Term to make such alterations to the Specification as it may reasonably think fit without giving Novartis prior notice of such alterations. 5.4 Without prejudice to the provisions of Clause 9. Novartis shall carefully examine all quantities of Product supplied by Cephalon on receipt thereof and notify Cephalon within 5 (five) Working Days in writing of any defects reasonably discoverable on careful examination. Cephalon shall replace or, at its option, refund the

(i) Governmental or Regulatory Authority inspections of manufacturing, distribution of other related facilities, in which the Product is manufactured, stored or otherwise present; (ii) receipt of a warning letter from any Governmental or Regulatory Authority relating to the Product; or (iii) on initiation of any Governmental or Regulatory Authority investigations, detention, seizure or injunction concerning the Product. 5. Supply and Purchase of Product 5.1 Novartis shall purchase from Cephalon such amount of Product for sale in the Territory as shall be agreed from time to time, ready packaged from Cephalon or an Affiliate of Cephalon and shall not alter or amend the packaging of any Product so supplied. The minimum order quantity shall represent no less than three months' supply based on average sales during the previous two months. 5.2 All orders issued by Novartis to Cephalon for the Product shall be processed by Cephalon and delivered at Novartis' expense to the warehouse of Healthcare Logistics Limited at Iver, Buckinghamshire, or such other address as shall be stipulated by Novartis. Cephalon shall use all reasonable endeavours to ensure delivery of Product takes place on the delivery date specified in the order issued by Novartis. 5.3 Cephalon shall be entitled at any time during the Term to make such alterations to the Specification as it may reasonably think fit without giving Novartis prior notice of such alterations. 5.4 Without prejudice to the provisions of Clause 9. Novartis shall carefully examine all quantities of Product supplied by Cephalon on receipt thereof and notify Cephalon within 5 (five) Working Days in writing of any defects reasonably discoverable on careful examination. Cephalon shall replace or, at its option, refund the Supply Price paid for any such quantities found to be so defective but shall not 10 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

be under any other liability to Novartis in relation to such defects. If Cephalon does not receive a notice as referred to in this Clause, it shall be discharged from all liability (whether arising in negligence or otherwise) arising from such defects and such quantities shall be deemed to have been accepted by Novartis. 6. Stock Novartis shall at all times during the Term carry a minimum of three (3) months' stock of the Product calculated by reference to the average sales of Product during the previous two months. 7. Pricing and Payment 7.1 Novartis shall pay the Supply Price to Cephalon for all quantities of Product supplied to Novartis hereunder, within [**] of receipt of invoice in respect of batch orders of [**] supply or more and [**] where such orders [**] supply or more. 7.2 Payment for each order of Product made hereunder shall be made by telegraphic transfer to such bank account as Cephalon shall notify to Novartis from time to time. 7.3 The currency for all payments under Clause 7.2 shall be in(pound)sterling. 7.4 Risk on the Products shall pass to Novartis upon delivery. Title in the Products shall not pass to Novartis until Cephalon has received cleared funds in full payment of the Supply Price including, without limitation, VAT, if applicable.

be under any other liability to Novartis in relation to such defects. If Cephalon does not receive a notice as referred to in this Clause, it shall be discharged from all liability (whether arising in negligence or otherwise) arising from such defects and such quantities shall be deemed to have been accepted by Novartis. 6. Stock Novartis shall at all times during the Term carry a minimum of three (3) months' stock of the Product calculated by reference to the average sales of Product during the previous two months. 7. Pricing and Payment 7.1 Novartis shall pay the Supply Price to Cephalon for all quantities of Product supplied to Novartis hereunder, within [**] of receipt of invoice in respect of batch orders of [**] supply or more and [**] where such orders [**] supply or more. 7.2 Payment for each order of Product made hereunder shall be made by telegraphic transfer to such bank account as Cephalon shall notify to Novartis from time to time. 7.3 The currency for all payments under Clause 7.2 shall be in(pound)sterling. 7.4 Risk on the Products shall pass to Novartis upon delivery. Title in the Products shall not pass to Novartis until Cephalon has received cleared funds in full payment of the Supply Price including, without limitation, VAT, if applicable. 7.5 If Novartis fails to pay the Supply Price for any Product supplied by Cephalon hereunder:
7.5.1 within [**] as the case may be after the date of the invoice therefor Cephalon shall be entitled (without prejudice to any other right or remedy it may have) to charge Novartis interest on the price (which shall accrue from day to day after as well as before judgement) at the rate of [**] per

11 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

annum above National Westminster plc's base rate from time to time in force from the date the payment became due until actual payment is made, compounded monthly; and 7.5.2 then after [**] from expiry of the relevant credit term as set out in clause 7.1 Cephalon shall be entitled (without prejudice to any other right or remedy it may have) to: (a) cancel or suspend any further delivery to Novartis under any order; and (b) sell or otherwise dispose of any Products which are the subject of any order by Novartis, whether or not appropriated thereto, and apply the proceeds of sale to the overdue payment.

7.6 All payments to be made by Novartis to Cephalon hereunder are exclusive of value added tax which shall be payable if applicable to do so in addition at the rate and in the manner for the time being prescribed by law. 8. Marketing, Advertising and Promotion Cephalon shall carry out all marketing, advertising and promotion of the Product in the Territory in accordance

annum above National Westminster plc's base rate from time to time in force from the date the payment became due until actual payment is made, compounded monthly; and 7.5.2 then after [**] from expiry of the relevant credit term as set out in clause 7.1 Cephalon shall be entitled (without prejudice to any other right or remedy it may have) to: (a) cancel or suspend any further delivery to Novartis under any order; and (b) sell or otherwise dispose of any Products which are the subject of any order by Novartis, whether or not appropriated thereto, and apply the proceeds of sale to the overdue payment.

7.6 All payments to be made by Novartis to Cephalon hereunder are exclusive of value added tax which shall be payable if applicable to do so in addition at the rate and in the manner for the time being prescribed by law. 8. Marketing, Advertising and Promotion Cephalon shall carry out all marketing, advertising and promotion of the Product in the Territory in accordance with the Managed Services Agreement. 9. Trademark and Rights 9.1 Without implying any warranty or undertaking on the part of Cephalon (other than as set out in Clause 10, the Trademark and all the Rights shall belong to and remain vested in Cephalon. 9.2 Novartis may use such of Cephalon's Rights as Cephalon from time to time authorises in writing and on and subject to such terms and conditions as Cephalon may require. Novartis shall: 12 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

9.2.1

use the Trademark and the Rights exclusively in performing its duties under this Agreement; and not gain any title to the Trademark or the Rights; and not take any action which may prejudice or adversely affect the Trademark the Rights or Cephalon's title to and rights in them; and not use in relation to the Products any trademarks other than the Trademark without obtaining the prior written consent of Cephalon.

9.2.2 9.2.3

9.2.4

9.3

Novartis shall not use the Trademark or any of the Rights in connection with any other trademarks, logos, distinguishing marks or corporate names (including, without limitation, as part of any corporate, business or trading name or style of Novartis or any other person) without the prior written consent of Cephalon. In particular (but without limitation to the generality of the foregoing), Novartis shall not make any use of the Trademark such that confusion may arise between the Products bearing the Trademark and other products. Novartis shall promptly notify Cephalon of any infringement of the Trademark or the Rights or Confidential Information in the Territory, and of any claim that the sale of the Products in the Territory infringes any person's rights, of which it may become aware and shall at the request and expense of Cephalon take such action in respect of such infringement or claim, as Cephalon may request.

9.4

9.2.1

use the Trademark and the Rights exclusively in performing its duties under this Agreement; and not gain any title to the Trademark or the Rights; and not take any action which may prejudice or adversely affect the Trademark the Rights or Cephalon's title to and rights in them; and not use in relation to the Products any trademarks other than the Trademark without obtaining the prior written consent of Cephalon.

9.2.2 9.2.3

9.2.4

9.3

Novartis shall not use the Trademark or any of the Rights in connection with any other trademarks, logos, distinguishing marks or corporate names (including, without limitation, as part of any corporate, business or trading name or style of Novartis or any other person) without the prior written consent of Cephalon. In particular (but without limitation to the generality of the foregoing), Novartis shall not make any use of the Trademark such that confusion may arise between the Products bearing the Trademark and other products. Novartis shall promptly notify Cephalon of any infringement of the Trademark or the Rights or Confidential Information in the Territory, and of any claim that the sale of the Products in the Territory infringes any person's rights, of which it may become aware and shall at the request and expense of Cephalon take such action in respect of such infringement or claim, as Cephalon may request. The provisions of this Clause 9 shall remain in full force and effect after the expiry or termination of this Agreement for any reason. Warranties and Indemnity Each party warrants to the other that it is entitled to enter into this Distribution Agreement and grant the Rights described herein.

9.4

9.5

10. 10.1

10.2 Cephalon warrants to Novartis that: 13 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

10.2.1

so far as it is aware the Sale of Products under the Trademark does not infringe the trademark rights or other Rights of any third party; and it shall supply Product which meets the Specification and which is manufactured in accordance with Good Manufacturing Practice and shall be responsible for creating and retaining manufacturing, analytical and distribution records, testing and releasing materials, undertaking product and quality controls, including in-process controls and all necessary stability studies, and analysis relating to the Product all in accordance with such Specification and Good Manufacturing Practice.

10.2.2

10.3

Save as is expressly stated in this Agreement no representation, condition or warranty whatsoever is made or given by or on behalf of either Party and all conditions and warranties implied by operation of law or otherwise are hereby expressly excluded. If any claim against Novartis, its Affiliates, recognised distributors or agents (the "Indemnified Party") is brought by reason of the fact that any Product has caused illness, death or bodily injury, then unless such claim is a result of the gross negligence or misconduct of the Indemnified Party, Cephalon shall indemnify Novartis and its Affiliates for any and all liabilities, claims, damages and costs incurred or suffered by the other Novartis or its Affiliates or recognised distributors, and for any

10.4

10.2.1

so far as it is aware the Sale of Products under the Trademark does not infringe the trademark rights or other Rights of any third party; and it shall supply Product which meets the Specification and which is manufactured in accordance with Good Manufacturing Practice and shall be responsible for creating and retaining manufacturing, analytical and distribution records, testing and releasing materials, undertaking product and quality controls, including in-process controls and all necessary stability studies, and analysis relating to the Product all in accordance with such Specification and Good Manufacturing Practice.

10.2.2

10.3

Save as is expressly stated in this Agreement no representation, condition or warranty whatsoever is made or given by or on behalf of either Party and all conditions and warranties implied by operation of law or otherwise are hereby expressly excluded. If any claim against Novartis, its Affiliates, recognised distributors or agents (the "Indemnified Party") is brought by reason of the fact that any Product has caused illness, death or bodily injury, then unless such claim is a result of the gross negligence or misconduct of the Indemnified Party, Cephalon shall indemnify Novartis and its Affiliates for any and all liabilities, claims, damages and costs incurred or suffered by the other Novartis or its Affiliates or recognised distributors, and for any and all other liabilities, claims, damages and costs suffered by Novartis or its Affiliates, as a result of any associated Product recall, final packaging and similar costs associated with such Product. Such indemnity will include the reimbursement of the legal expenses reasonably incurred in contesting or defending such claim. Novartis shall give Cephalon prompt written notice of any claim or threat of claim it receives with respect to any matter for which it or its Affiliates may be entitled to indemnification, and Cephalon shall thereafter defend or settle any such claim at its sole expense, and with counsel selected by the Cephalon and reasonably acceptable to the Indemnified Party. In the defence or settlement of any such claim, the Indemnified Party shall cooperate with and assist Cephalon to the extent

10.4

10.5

14 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

reasonably possible, but Cephalon shall bear and pay any and all expenses incurred by the Indemnified Party in providing such cooperation and assistance, either directly or upon request of the Indemnified Party who has incurred such expense. Failure to give notice shall not constitute a defence, in whole or in part, to any claim by the Indemnified Party hereunder except to the extent the rights of the indemnifying Party are materially prejudiced by such failure to give notice. 11. 11.1 Subcontractors Novartis may subcontract the performance of some or all of its obligations hereunder to third parties, provided always that Novartis shall remain responsible for ensuring such obligations are complied with in accordance with the terms of this Agreement If Cephalon shall be dissatisfied with the performance of services by Novartis' sub-contractors, the parties shall in good faith consider measures to address the causes of such dissatisfaction. If notwithstanding such measures (or if no measures are appropriate), Novartis will terminate the services of such subcontractor forthwith upon being required to do so by Cephalon and shall appoint a replacement sub-contractor nominated by Cephalon. Termination

11.2

12.

reasonably possible, but Cephalon shall bear and pay any and all expenses incurred by the Indemnified Party in providing such cooperation and assistance, either directly or upon request of the Indemnified Party who has incurred such expense. Failure to give notice shall not constitute a defence, in whole or in part, to any claim by the Indemnified Party hereunder except to the extent the rights of the indemnifying Party are materially prejudiced by such failure to give notice. 11. 11.1 Subcontractors Novartis may subcontract the performance of some or all of its obligations hereunder to third parties, provided always that Novartis shall remain responsible for ensuring such obligations are complied with in accordance with the terms of this Agreement If Cephalon shall be dissatisfied with the performance of services by Novartis' sub-contractors, the parties shall in good faith consider measures to address the causes of such dissatisfaction. If notwithstanding such measures (or if no measures are appropriate), Novartis will terminate the services of such subcontractor forthwith upon being required to do so by Cephalon and shall appoint a replacement sub-contractor nominated by Cephalon. Termination Either party may terminate this Agreement on [**] written notice to the other if Control of the other or any of that Party's Controllers shall pass from the present shareholders or owners or Controllers to other persons. Without prejudice to any right or remedy that either Party may have against the other for breach or non-performance of this Agreement, either Party shall have the right to terminate the Agreement immediately: (a) on the other party committing a breach of any of the provisions of any of the Agreement providing that (where the breach is capable of rectification) the Party in breach has been advised in writing of the

11.2

12. 12.1

12.2

15 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

breach and has not rectified in within 30 (thirty) days of receipt of such advice, or (b) if an Insolvency Event occurs in relation to the other Party. 12.3 Upon termination of this Agreement: 12.3.1 Novartis shall continue to distribute the Product on the terms and conditions herein for a period of [**] or until such time as Cephalon has appointed an alternative distributor and that distributor is ready to commence the distribution of the Product. Thereafter, Novartis shall cease distributing the Product and shall at the request of Cephalon promptly return to Cephalon all documentation of any nature whatsoever and all Confidential Information in its possession or control relating to the Product or to Cephalon and to the activities of Novartis in relation to the Product or Cephalon (other than correspondence between Novartis and Cephalon which does not relate to technical matters); and Novartis shall transfer or procure the transfer of all stock of Product held by it or its subcontractor to Cephalon or to the replacement Distributor appointed under Clause 12.3.1 as Cephalon shall direct; and Novartis shall cease distributing and selling the Product and

12.3.2

12.3.3

breach and has not rectified in within 30 (thirty) days of receipt of such advice, or (b) if an Insolvency Event occurs in relation to the other Party. 12.3 Upon termination of this Agreement: 12.3.1 Novartis shall continue to distribute the Product on the terms and conditions herein for a period of [**] or until such time as Cephalon has appointed an alternative distributor and that distributor is ready to commence the distribution of the Product. Thereafter, Novartis shall cease distributing the Product and shall at the request of Cephalon promptly return to Cephalon all documentation of any nature whatsoever and all Confidential Information in its possession or control relating to the Product or to Cephalon and to the activities of Novartis in relation to the Product or Cephalon (other than correspondence between Novartis and Cephalon which does not relate to technical matters); and Novartis shall transfer or procure the transfer of all stock of Product held by it or its subcontractor to Cephalon or to the replacement Distributor appointed under Clause 12.3.1 as Cephalon shall direct; and Novartis shall cease distributing and selling the Product and using the Trademark or any of the Rights and shall at the request of Cephalon promptly return to Cephalon all documentation of any nature whatsoever and all Confidential Information in its possession or control relating to the Product or to Cephalon (other than correspondence between Novartis and Cephalon which does not relate to technical matters); and Novartis shall (if so required by Cephalon) supply Cephalon with a list of Novartis' customers for the Product in the Territory; and All unshipped orders placed by Novartis with Cephalon even if previously accepted, shall be cancelled without liability to either Party; and

12.3.2

12.3.3

12.3.4

12.3.5

16 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

12.3.6

Cephalon shall repurchase the Product then owned by Novartis at a price equal to the Supply Price less (a) any sums owed by Novartis to Cephalon and (b) any sums attributable to any damage to Product caused by Novartis; and Novartis shall allow Cephalon access to the storage facilities of Novartis or its subcontractor to enable Cephalon or its representative to determine the state of the Product Cephalon will repurchase; and If, in the reasonable opinion of Cephalon or its representative, any of the Product owned by Novartis has become unsaleable, it shall be disposed of by Novartis in accordance with directions given by Cephalon, at Novartis' expense where the Product has become unsaleable as a result of its act or omission and otherwise at Cephalon's expense and in accordance with applicable law; and Novartis shall promptly pack and ship, to such destination as Cephalon may direct, Product which Cephalon has repurchased.

12.3.7

12.3.8

12.3.9

12.4

During the period of [**] prior to the termination of this Agreement Novartis shall allow any person notified by Cephalon as being the

12.3.6

Cephalon shall repurchase the Product then owned by Novartis at a price equal to the Supply Price less (a) any sums owed by Novartis to Cephalon and (b) any sums attributable to any damage to Product caused by Novartis; and Novartis shall allow Cephalon access to the storage facilities of Novartis or its subcontractor to enable Cephalon or its representative to determine the state of the Product Cephalon will repurchase; and If, in the reasonable opinion of Cephalon or its representative, any of the Product owned by Novartis has become unsaleable, it shall be disposed of by Novartis in accordance with directions given by Cephalon, at Novartis' expense where the Product has become unsaleable as a result of its act or omission and otherwise at Cephalon's expense and in accordance with applicable law; and Novartis shall promptly pack and ship, to such destination as Cephalon may direct, Product which Cephalon has repurchased.

12.3.7

12.3.8

12.3.9

12.4

During the period of [**] prior to the termination of this Agreement Novartis shall allow any person notified by Cephalon as being the successor to Novartis for the distribution and sale of the Products in Territory to make himself known to Novartis' customers so as to be able to do business as Cephalon's distributor from the day after the expiry or earlier termination of this Agreement. For the three months following termination of this Agreement, Novartis shall refer any customers to the distributor appointed to succeed it or to Cephalon's nearest other distributor or to Cephalon itself as Cephalon shall direct. Termination of this Agreement shall not affect the accrued rights of the Parties arising in any way out of this Agreement as at the date of termination including without limitation the right to recover damages against the other and all provisions which are expressed to survive this Agreement shall remain in full force and effect.

12.5

12.6

17 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

13. 13.1

Force Majeure If a Party (the "Non-Performing Party") is unable to carry out any of its obligations under this Agreement due to Force Majeure this Agreement shall remain in effect but:13.1.1 the Non-Performing Party's relevant obligations under this Agreement; and the relevant obligations of the other Party ("the Innocent Party") under this Agreement, shall be suspended for a period equal to the circumstance of Force Majeure or 3 months whichever is the shorter provided that:(a) the suspension of performance is of no greater scope than is required by the Force Majeure; (b) the Non-Performing Party gives the Innocent Party prompt notice describing the circumstance of Force Majeure, including the nature of the occurrence and its expected duration, and continues to furnish regular reports during the period of Force Majeure; (c) the Non-Performing Party uses all reasonable efforts to remedy its inability to perform and to mitigate the effects of the circumstance of Force Majeure; and

13.1.2

13. 13.1

Force Majeure If a Party (the "Non-Performing Party") is unable to carry out any of its obligations under this Agreement due to Force Majeure this Agreement shall remain in effect but:13.1.1 the Non-Performing Party's relevant obligations under this Agreement; and the relevant obligations of the other Party ("the Innocent Party") under this Agreement, shall be suspended for a period equal to the circumstance of Force Majeure or 3 months whichever is the shorter provided that:(a) the suspension of performance is of no greater scope than is required by the Force Majeure; (b) the Non-Performing Party gives the Innocent Party prompt notice describing the circumstance of Force Majeure, including the nature of the occurrence and its expected duration, and continues to furnish regular reports during the period of Force Majeure; (c) the Non-Performing Party uses all reasonable efforts to remedy its inability to perform and to mitigate the effects of the circumstance of Force Majeure; and (d) a soon as practicable after the event which constitutes Force Majeure the Parties discuss how best to continue their operations as far as possible in accordance with this Agreement.

13.1.2

14. 14.1

Notices Any notice to be given in connection with this Agreement shall be in writing and shall be deemed duly served if delivered personally or sent by first class or recorded delivery post or by facsimile to the Company Secretary at the address of the Party concerned which is set out in this Agreement or as may be notified to the other

18 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Party in accordance with the provisions of this Clause. Any notices which are sent by e-mail shall not be valid unless and until confirmed by personal delivery, first class or recorded delivery post or by facsimile. 14.2 Any such notice shall be deemed to be served: 14.2.1 14.2.2 14.2.3 if delivered personally, on the day on which it is delivered; if sent by post, 5 Working Days after the time of posting; if sent by facsimile, on acknowledgement by the recipient's facsimile receiving equipment on a Working Day if the acknowledgement occurs before 1700 hours local time of the recipient and in any other case on the following Working Day.

15. 15.1

Relationship of Parties This Agreement shall not operate so as to create any of the following relationships between the Parties: 15.1.1 15.1.2 15.1.3 partnership; agency; joint venture; or

Party in accordance with the provisions of this Clause. Any notices which are sent by e-mail shall not be valid unless and until confirmed by personal delivery, first class or recorded delivery post or by facsimile. 14.2 Any such notice shall be deemed to be served: 14.2.1 14.2.2 14.2.3 if delivered personally, on the day on which it is delivered; if sent by post, 5 Working Days after the time of posting; if sent by facsimile, on acknowledgement by the recipient's facsimile receiving equipment on a Working Day if the acknowledgement occurs before 1700 hours local time of the recipient and in any other case on the following Working Day.

15. 15.1

Relationship of Parties This Agreement shall not operate so as to create any of the following relationships between the Parties: 15.1.1 15.1.2 15.1.3 15.1.4 partnership; agency; joint venture; or employer/ employee.

15.2

This Agreement shall not permit or authorise either Party to: 15.2.1 15.2.2 incur any expenses on behalf of the other Party; enter into any commitment or make any representation or warranty on behalf of the other Party; pledge the credit of, or otherwise bind or oblige the other Party; or

15.2.3

19 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

15.2.4

commit the other Party in any way whatsoever without in each case obtaining the other Party's prior written consent.

16.

Waiver

In no event shall any delay failure or omission on the part of any Party in enforcing exercising or pursuing any right, power, privilege, claim or remedy, which is conferred by this Agreement, or arises under this Agreement, or arises from any breach by the other Party to this Agreement of any of its obligations under this Agreement, be deemed to be or be construed as:
16.1.1 a waiver thereof, or of any other such right power privilege claim or remedy, in respect of the particular circumstances in question; or operate so as to bar the enforcement or exercise thereof, or of any other such right, power, privilege, claim or remedy, in any other instance at any time or times afterwards.

16.1.2

17. Severability Any provision of this Agreement which is held invalid or unenforceable in any jurisdiction shall be ineffective to

15.2.4

commit the other Party in any way whatsoever without in each case obtaining the other Party's prior written consent.

16.

Waiver

In no event shall any delay failure or omission on the part of any Party in enforcing exercising or pursuing any right, power, privilege, claim or remedy, which is conferred by this Agreement, or arises under this Agreement, or arises from any breach by the other Party to this Agreement of any of its obligations under this Agreement, be deemed to be or be construed as:
16.1.1 a waiver thereof, or of any other such right power privilege claim or remedy, in respect of the particular circumstances in question; or operate so as to bar the enforcement or exercise thereof, or of any other such right, power, privilege, claim or remedy, in any other instance at any time or times afterwards.

16.1.2

17. Severability Any provision of this Agreement which is held invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction 18. Third Party Rights Nothing in this Agreement is intended to confer on any person any right to enforce any term of this Agreement which that person would not have had but for the Contracts (Rights of Third Parties) Act 1999. 20 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

19. Governing Law This Agreement is governed by and shall be construed in accordance with the laws of England and the Parties hereby submit to the non-exclusive jurisdiction of the English Courts . 20. Transmission of Rights Neither Party shall assign the benefit and/or the burden of this Agreement to any third party without the prior written consent of the other. 21. Variations Except as provided herein, this Agreement may not be amended, varied or modified except in writing signed by a duly authorised officer or representative of each of the Parties. 22. Counterparts This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which when so executed shall be an original of this Agreement, and all of which shall together constitute one and the same instrument. Complete sets of counterparts shall be lodged with each Party. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first before

19. Governing Law This Agreement is governed by and shall be construed in accordance with the laws of England and the Parties hereby submit to the non-exclusive jurisdiction of the English Courts . 20. Transmission of Rights Neither Party shall assign the benefit and/or the burden of this Agreement to any third party without the prior written consent of the other. 21. Variations Except as provided herein, this Agreement may not be amended, varied or modified except in writing signed by a duly authorised officer or representative of each of the Parties. 22. Counterparts This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which when so executed shall be an original of this Agreement, and all of which shall together constitute one and the same instrument. Complete sets of counterparts shall be lodged with each Party. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and year first before written. 21 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

SIGNED by for and on behalf of CEPHALON (UK) LIMITED in the presence of: Mary Lou Geis SIGNED by for and on behalf of NOVARTIS PHARMACEUTICALS UK LIMITED in the presence of:

) ) J. Kevin Buchi ) )

) ) Adrian Adams ) ) )

Sally J Shorthose 22 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule The Products Brand Name/Active Ingredient PROVIGIL/modafanil 30 x 100mg tablets [**] Pack Size (SKU) Supply Price

SIGNED by for and on behalf of CEPHALON (UK) LIMITED in the presence of: Mary Lou Geis SIGNED by for and on behalf of NOVARTIS PHARMACEUTICALS UK LIMITED in the presence of:

) ) J. Kevin Buchi ) )

) ) Adrian Adams ) ) )

Sally J Shorthose 22 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

Schedule The Products Brand Name/Active Ingredient PROVIGIL/modafanil 30 x 100mg tablets Trademarks Product Territory Class Registered number GB1566855 Valid until [**] Pack Size (SKU) Supply Price

PROVIGIL

UK

5

2005

23 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants we hereby consent to the incorporation of our report included in this Form 10-K into the Company's previously filed Registration Statement File No. 33-43716, No. 33-71920, No. 3374320, No.333-02888, No. 333-69591, No. 333-75281, No. 333-87421, No. 333-88985, No. 333-94219, No. 333-52640, and No. 333-43104.
/s/ ARTHUR ANDERSEN LLP

Philadelphia, Pennsylvania March 30, 2001

Schedule The Products Brand Name/Active Ingredient PROVIGIL/modafanil 30 x 100mg tablets Trademarks Product Territory Class Registered number GB1566855 Valid until [**] Pack Size (SKU) Supply Price

PROVIGIL

UK

5

2005

23 **Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission.

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants we hereby consent to the incorporation of our report included in this Form 10-K into the Company's previously filed Registration Statement File No. 33-43716, No. 33-71920, No. 3374320, No.333-02888, No. 333-69591, No. 333-75281, No. 333-87421, No. 333-88985, No. 333-94219, No. 333-52640, and No. 333-43104.
/s/ ARTHUR ANDERSEN LLP

Philadelphia, Pennsylvania March 30, 2001

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 (Nos. 3374320, 333-20321, 333-75281, 333-88985, 333-94219) and Forms S-8 (Nos. 33-43716, 33-71920,33302888, 333-69591, 333-89909, 333-87421, 333-52640, 333-43104) of Cephalon, Inc. of our report dated February 18, 2000 except as to the information presented in Note 14 for which the date is March 13, 2000, relating to the financial statements if Anesta Corp. (not presented separately herein), which appears in the current report on Form 10-k of Cephalon, Inc. dated March 30, 2001.
/s/ PRICEWATERHOUSECOOPERS

Salt Lake City, Utah March 30, 2001

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants we hereby consent to the incorporation of our report included in this Form 10-K into the Company's previously filed Registration Statement File No. 33-43716, No. 33-71920, No. 3374320, No.333-02888, No. 333-69591, No. 333-75281, No. 333-87421, No. 333-88985, No. 333-94219, No. 333-52640, and No. 333-43104.
/s/ ARTHUR ANDERSEN LLP

Philadelphia, Pennsylvania March 30, 2001

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 (Nos. 3374320, 333-20321, 333-75281, 333-88985, 333-94219) and Forms S-8 (Nos. 33-43716, 33-71920,33302888, 333-69591, 333-89909, 333-87421, 333-52640, 333-43104) of Cephalon, Inc. of our report dated February 18, 2000 except as to the information presented in Note 14 for which the date is March 13, 2000, relating to the financial statements if Anesta Corp. (not presented separately herein), which appears in the current report on Form 10-k of Cephalon, Inc. dated March 30, 2001.
/s/ PRICEWATERHOUSECOOPERS

Salt Lake City, Utah March 30, 2001

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 (Nos. 3374320, 333-20321, 333-75281, 333-88985, 333-94219) and Forms S-8 (Nos. 33-43716, 33-71920,33302888, 333-69591, 333-89909, 333-87421, 333-52640, 333-43104) of Cephalon, Inc. of our report dated February 18, 2000 except as to the information presented in Note 14 for which the date is March 13, 2000, relating to the financial statements if Anesta Corp. (not presented separately herein), which appears in the current report on Form 10-k of Cephalon, Inc. dated March 30, 2001.
/s/ PRICEWATERHOUSECOOPERS

Salt Lake City, Utah March 30, 2001