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Trademark Agreement - CEPHALON INC - 8-16-1999

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Trademark Agreement - CEPHALON INC - 8-16-1999 Powered By Docstoc
					Exhibit 10.5(c) TRADEMARK AGREEMENT OUTLINE Parties Background ARTICLE I - Definitions 1. Licensed Trademark 2. Licensed Product - Appendix A patents 3. Combination Product 4. Territory 5. Net Sales 6. Exclusive License ARTICLE II - Grant of Exclusive License 1. Exclusive License Grant to Use Licensed Trademark 2. Promote and Sell Licensed Product Employing Licensed Trademark 3. Use of Licensed Trademark on Combination Product ARTICLE III - Royalties and Royalty Payment Terms 1. Royalty Rate on Net Sales 2. Royalty Payment and Statement 3. No Multiple Royalties 4. Taxes on Royalty Payments 5. Sublicensees Payment on Behalf of License 6. Records and Audit ARTICLE IV - Licensor's Obligations 1. Trademark Registration 2. Third Party Infringement of Licensed Trademark ARTICLE V - Licensee's Obligations 1. Products Bearing Licensed Trademark - Standard of Quality 2. Licensed Trademark Sole Property of Licensor 3. Licensee Not to Contest Validity of Licensed Trademark ARTICLE VI - Duration and Termination 1. Duration 2. Termination for Breach 3. Survival of Obligations ARTICLE VII - Representations and Warranties 1. Licensor's Representations and Warranties 2. Licensee's Representations and Warranties

ARTICLE VIII - Indemnification 1. Intellectual Property Indemnification 2. Licensor Indemnification 3. Licensee Indemnification ARTICLE IX - Miscellaneous Provisions 1. Successors and Assigns 2. Governing Law 3. Modification or Waiver

ARTICLE VIII - Indemnification 1. Intellectual Property Indemnification 2. Licensor Indemnification 3. Licensee Indemnification ARTICLE IX - Miscellaneous Provisions 1. Successors and Assigns 2. Governing Law 3. Modification or Waiver 4. Notices 5. Force majeure 6. Counterparts 7. Entire Agreement 8. Severability ARTICLE X - Arbitration Execution

TRADEMARK AGREEMENT AGREEMENT made this ________ day of January, 1993, by and between ________________________, a _______________ corporation (hereinafter called "Licensor") ________________________________ and CEPHALON INC., a Delaware corporation (hereinafter called "Licensee"), 145 Brandywine Parkway, West Chester, PA 19380, U.S.A. WITNESSETH: WHEREAS, Licensee and Laboratoire Lafon ("LAFON") entered into an agreement dated this day (hereinafter called the "License Agreement") in which Licensee was granted an Exclusive License to make, have made, use and sell Licensed Products (as defined herein) in the Territory (as defined herein); and WHEREAS, Licensor warrants and represents that it is the sole owner of and has the full right, title and interest in and to the Licensed Trademark (as defined herein) in the Territory; and WHEREAS, Licensor is interested in granting and Licensee is interested in receiving an Exclusive License to use the Licensed Trademark in connection with the sale of Licensed Product in the Territory. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties mutually agree as follows: ARTICLE I - DEFINITIONS Capitalized terms not otherwise defined herein shall have the same meaning assigned to them in the License Agreement. For purposes of this Agreement the following words and phrases shall have the following meanings: 1. "Licensed Trademark" shall mean the word "___________" (to be completed later by the parties) or such other word or name as shall be agreed upon by the parties in writing which word or name is to be registered as a trademark in the Territory and owned by Licensor. 2. "Licensed Product" shall mean any pharmaceutical specialty (whether sold by prescription, over-the-counter, or otherwise) containing the Compound. 3. "Combination Product" shall mean any Licensed Product containing the Compound and one or more other pharmacologically active ingredients. -1-

TRADEMARK AGREEMENT AGREEMENT made this ________ day of January, 1993, by and between ________________________, a _______________ corporation (hereinafter called "Licensor") ________________________________ and CEPHALON INC., a Delaware corporation (hereinafter called "Licensee"), 145 Brandywine Parkway, West Chester, PA 19380, U.S.A. WITNESSETH: WHEREAS, Licensee and Laboratoire Lafon ("LAFON") entered into an agreement dated this day (hereinafter called the "License Agreement") in which Licensee was granted an Exclusive License to make, have made, use and sell Licensed Products (as defined herein) in the Territory (as defined herein); and WHEREAS, Licensor warrants and represents that it is the sole owner of and has the full right, title and interest in and to the Licensed Trademark (as defined herein) in the Territory; and WHEREAS, Licensor is interested in granting and Licensee is interested in receiving an Exclusive License to use the Licensed Trademark in connection with the sale of Licensed Product in the Territory. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties mutually agree as follows: ARTICLE I - DEFINITIONS Capitalized terms not otherwise defined herein shall have the same meaning assigned to them in the License Agreement. For purposes of this Agreement the following words and phrases shall have the following meanings: 1. "Licensed Trademark" shall mean the word "___________" (to be completed later by the parties) or such other word or name as shall be agreed upon by the parties in writing which word or name is to be registered as a trademark in the Territory and owned by Licensor. 2. "Licensed Product" shall mean any pharmaceutical specialty (whether sold by prescription, over-the-counter, or otherwise) containing the Compound. 3. "Combination Product" shall mean any Licensed Product containing the Compound and one or more other pharmacologically active ingredients. -1-

4. "Compound" shall mean Modafinil and/or other compounds, isomers or salts thereof. 5. "Territory" shall mean the territory of U.S.A., its territories and possessions, and Mexico. 6. "Net Sales" shall mean the gross proceeds derived by Licensee and/or its sublicensees from the sale of Licensed Product bearing the Licensed Trademark in the Territory while this Agreement is in effect, after deducting normal and customary cash and trade discounts, returns, allowances, transportation and insurance charges or allowances, if shown on the invoice for the sale, and sales, excise, turnover or similar taxes, if any paid or allowed by Licensee, or its sublicensees directly in respect of such sales. Net Sales for Combination Products shall be determined by multiplying the Net Sales of such Combination Product by a fraction; the numerator of the fraction shall be the cost to Licensee of the active substance supplied by Licensor, and the denominator shall be the total cost to Licensee of all active ingredients contained in such Combination Product but in no event shall the royalty be decreased to less than one-half (1/2) of the amount obtained in applying the royalty rate under Article III, Paragraph 1 below to the Net Sales of the Combination Product. Costs shall be determined according to Licensee's accounting methods for determining the cost of its pharmaceutical products. 7. "Exclusive License" shall mean a license whereby Licensee's rights shall be sole and entire and shall operate to exclude all others including Licensor.

4. "Compound" shall mean Modafinil and/or other compounds, isomers or salts thereof. 5. "Territory" shall mean the territory of U.S.A., its territories and possessions, and Mexico. 6. "Net Sales" shall mean the gross proceeds derived by Licensee and/or its sublicensees from the sale of Licensed Product bearing the Licensed Trademark in the Territory while this Agreement is in effect, after deducting normal and customary cash and trade discounts, returns, allowances, transportation and insurance charges or allowances, if shown on the invoice for the sale, and sales, excise, turnover or similar taxes, if any paid or allowed by Licensee, or its sublicensees directly in respect of such sales. Net Sales for Combination Products shall be determined by multiplying the Net Sales of such Combination Product by a fraction; the numerator of the fraction shall be the cost to Licensee of the active substance supplied by Licensor, and the denominator shall be the total cost to Licensee of all active ingredients contained in such Combination Product but in no event shall the royalty be decreased to less than one-half (1/2) of the amount obtained in applying the royalty rate under Article III, Paragraph 1 below to the Net Sales of the Combination Product. Costs shall be determined according to Licensee's accounting methods for determining the cost of its pharmaceutical products. 7. "Exclusive License" shall mean a license whereby Licensee's rights shall be sole and entire and shall operate to exclude all others including Licensor. 8. "Licensee" shall mean Cephalon, Inc. and any entity controlled by Cephalon, including any subsidiary or other entity as to which Cephalon owns at least 50% of the voting stock or the right to receive at least 50% of the profits. ARTICLE II - GRANT OF LICENSE 1. Licensor hereby grants to Licensee an Exclusive License to use the Licensed Trademark as a trademark for the Licensed Product in the Territory, including the right to grant sublicenses, subject to the terms and conditions of this Agreement. Licensee shall be liable to Licensor for the thorough application by its sublicensees of the obligations of its sublicensees hereunder. 2. During the term of the License Agreement, Licensee agrees to promote and sell Licensed Product employing the Licensed Trademark, in the Territory; provided, however, Licensee may promote and sell Licensed Product solely by its generic drug designation without employing the Licensed Trademark when -2-

such action is necessary in order to sell Licensed Product in compliance with governmental regulations or restrictions. 3. Licensee shall to the extent reasonably possible use the Licensed Trademark on Combination Products giving consideration to the amount of Licensed Product in such Combination Product and other relevant business factors. In the event Licensee is unable to use the Licensed Trademark for a Combination Product, Licensee will under the terms of this Agreement sell such Combination Product using a registered trademark owned by Licensor in the Territory, provided that Licensor shall have granted to Licensee all rights necessary to so use such registered trademark. ARTICLE III - ROYALTIES 1. For and in consideration of the Exclusive License to use the Licensed Trademark granted herein, Licensee shall pay Licensor a royalty as follows: a) during the first fifteen (15) years of the term of this Agreement, four percent (4%) of Net Sales; and b) during the next succeeding five (5) years of the term of this Agreement, two percent (2%) of Net Sales. Thereafter, Licensee's license under Article II to use the Licensed Trademark shall be fully paid-up and irrevocable.

such action is necessary in order to sell Licensed Product in compliance with governmental regulations or restrictions. 3. Licensee shall to the extent reasonably possible use the Licensed Trademark on Combination Products giving consideration to the amount of Licensed Product in such Combination Product and other relevant business factors. In the event Licensee is unable to use the Licensed Trademark for a Combination Product, Licensee will under the terms of this Agreement sell such Combination Product using a registered trademark owned by Licensor in the Territory, provided that Licensor shall have granted to Licensee all rights necessary to so use such registered trademark. ARTICLE III - ROYALTIES 1. For and in consideration of the Exclusive License to use the Licensed Trademark granted herein, Licensee shall pay Licensor a royalty as follows: a) during the first fifteen (15) years of the term of this Agreement, four percent (4%) of Net Sales; and b) during the next succeeding five (5) years of the term of this Agreement, two percent (2%) of Net Sales. Thereafter, Licensee's license under Article II to use the Licensed Trademark shall be fully paid-up and irrevocable. 2. Royalty payments shall be made in U.S. Dollars within sixty (60) days after the last day of June and December for royalties accruing on sales during the six (6) preceding calendar months. Each royalty payment shall be accompanied by a statement which shall set forth the gross sales, the detail of the deductions made according to Article I, Paragraph 5 above, and the Net Sales figure. If Licensee receives Net Sales in a currency other than US Dollars, royalties shall be calculated by using the rate for converting such currency into US Dollars quoted as the New York foreign exchange selling rate on the last business day of the royalty period. 3. No royalties shall be payable on sales between Licensee and its sublicensees. 4. All taxes assessed, imposed on or required to be withheld from royalty payments due Licensor, will be deducted from the sums due. Tax receipts will be received by Licensee evidencing such payments which receipts will be forwarded to Licensor. -3-

5. Any sublicensee of the Licensee may pay on behalf of Licensee any obligation of Licensee under this Agreement and such payment shall be received by Licensor in lieu of payment by Licensee with the same effect as if payment had been tendered by Licensee in satisfaction of such obligation under this Agreement. 6. Licensee shall, and shall require its sublicensees to, keep and maintain records of sales made pursuant to the license and/or sublicenses granted hereunder. Such records shall be open to inspection at any reasonable time and upon reasonable notice (but not more than once each calendar year) within three (3) years after the royalty period to which such records relate, by an independent certified public accountant selected by Licensor, retained at Licensor's expense and approved by Licensee, such approval not to be unreasonably withheld. Such accountant shall have the right to examine the records kept pursuant to this Agreement only to verify the royalty payments to be made by Licensee to Licensor hereunder. Such accountant shall keep confidential all information it receives in the course of such inspection and may report the findings of said examination of records to Licensor and to Licensee only insofar as it is necessary to evidence any mistake or impropriety on the part of Licensee and/or its sublicensees. ARTICLE IV - LICENSOR'S OBLIGATIONS 1. Licensor agrees that it will file and diligently prosecute an application to register the Licensed Trademark in the Territory. Licensor, at its expense, will maintain such registration in the Territory for so long as Licensee shall market Licensed Product bearing the Licensed Trademark in the Territory.

5. Any sublicensee of the Licensee may pay on behalf of Licensee any obligation of Licensee under this Agreement and such payment shall be received by Licensor in lieu of payment by Licensee with the same effect as if payment had been tendered by Licensee in satisfaction of such obligation under this Agreement. 6. Licensee shall, and shall require its sublicensees to, keep and maintain records of sales made pursuant to the license and/or sublicenses granted hereunder. Such records shall be open to inspection at any reasonable time and upon reasonable notice (but not more than once each calendar year) within three (3) years after the royalty period to which such records relate, by an independent certified public accountant selected by Licensor, retained at Licensor's expense and approved by Licensee, such approval not to be unreasonably withheld. Such accountant shall have the right to examine the records kept pursuant to this Agreement only to verify the royalty payments to be made by Licensee to Licensor hereunder. Such accountant shall keep confidential all information it receives in the course of such inspection and may report the findings of said examination of records to Licensor and to Licensee only insofar as it is necessary to evidence any mistake or impropriety on the part of Licensee and/or its sublicensees. ARTICLE IV - LICENSOR'S OBLIGATIONS 1. Licensor agrees that it will file and diligently prosecute an application to register the Licensed Trademark in the Territory. Licensor, at its expense, will maintain such registration in the Territory for so long as Licensee shall market Licensed Product bearing the Licensed Trademark in the Territory. Upon the request of Licensor from time to time, Licensee will execute all instruments or papers and render such other assistance as Licensor may reasonably request in order to effect the registration and/or the recording of Licensee as the registered user of the Licensed Trademark. 2. In the event the Licensed Trademark is infringed in any country of the Territory, Licensor agrees to immediately commence appropriate legal action to stop such infringement at its sole expense, and Licensee shall assist it to do so, at Licensee's expense. If Licensor fails to initiate such action within ninety (90) days after being notified by Licensee of the infringement, Licensee shall have the right to bring such action at its own expense, in the name of Licensor, and the latter agrees to give Licensee its complete cooperation, at Licensor's expense. -4-

ARTICLE V - LICENSEE'S OBLIGATIONS 1. Licensee agrees that the Licensed Products sold by Licensee bearing the Licensed Trademark will be of such a standard of quality so as not to jeopardize the Licensed Trademark. The standard of quality shall meet the requirements of the appropriate administrative agency in the Territory in connection with such Licensed Product. Licensee will periodically forward to Licensor, upon Licensor's written request, samples of the Licensed Products as may reasonably be required to determine that the above standards are being met. 2. Nothing contained in this Agreement will grant to Licensee any right, title or interest in the Licensed Trademark. The Licensed Trademark is the sole property of the Licensor and any and all uses by Licensee of the Licensed Trademark in the Territory will inure to the benefit of the Licensor. 3. Licensee will not raise or cause to be raised any questions concerning, or objections to, the validity of the Licensed Trademark or to the right of the Licensor thereto, on any grounds whatsoever. ARTICLE VI - DURATION AND TERMINATION 1. Unless sooner terminated as provided herein, this Agreement shall terminate at the date upon which Licensee and its sublicensees shall cease to market and sell the Licensed Product in the Territory. 2. If either party hereto shall fail to comply with any of its obligations under this Agreement, and shall fail to remedy any such breach within ninety (90) days, after receipt of written notice thereof from the other party, the party not in default shall have the right to terminate this Agreement by giving written notice of termination.

ARTICLE V - LICENSEE'S OBLIGATIONS 1. Licensee agrees that the Licensed Products sold by Licensee bearing the Licensed Trademark will be of such a standard of quality so as not to jeopardize the Licensed Trademark. The standard of quality shall meet the requirements of the appropriate administrative agency in the Territory in connection with such Licensed Product. Licensee will periodically forward to Licensor, upon Licensor's written request, samples of the Licensed Products as may reasonably be required to determine that the above standards are being met. 2. Nothing contained in this Agreement will grant to Licensee any right, title or interest in the Licensed Trademark. The Licensed Trademark is the sole property of the Licensor and any and all uses by Licensee of the Licensed Trademark in the Territory will inure to the benefit of the Licensor. 3. Licensee will not raise or cause to be raised any questions concerning, or objections to, the validity of the Licensed Trademark or to the right of the Licensor thereto, on any grounds whatsoever. ARTICLE VI - DURATION AND TERMINATION 1. Unless sooner terminated as provided herein, this Agreement shall terminate at the date upon which Licensee and its sublicensees shall cease to market and sell the Licensed Product in the Territory. 2. If either party hereto shall fail to comply with any of its obligations under this Agreement, and shall fail to remedy any such breach within ninety (90) days, after receipt of written notice thereof from the other party, the party not in default shall have the right to terminate this Agreement by giving written notice of termination. 3. Termination of this Agreement or any license granted hereunder for any reason by either party shall not relieve the parties of any obligation accruing prior to such termination. ARTICLE VII - REPRESENTATIONS AND WARRANTIES 1. The Licensor hereby represents and warrants to the Licensee as follows: a) This Agreement has been duly executed and delivered by the Licensor and constitutes the legal, valid and binding obligation of the Licensor enforceable against the Licensor in accordance with its terms. -5-

b) The execution, delivery and performance of this Agreement by the Licensor, and any acts contemplated to be performed by the Licensor hereby, will not violate, be in conflict with or result in the breach (with or without the giving of notice or lapse of time, or both) of any term, condition or provision of, or require the consent of any other party to, any agreement, contract, commitment or other instrument, document or understanding, oral or written, to which the Licensor is a party or by which the Licensor is otherwise bound. c) The Licensor is the sole owner of the entire right title and interest in and to the Licensed Trademark free and clear of all liens, encumbrances and claims of others. The Licensor has received no notice of any claims for infringement, unfair competition, appropriation of trade secret or the like relating to the Licensed Trademarks. 2. The Licensee hereby represents and warrants to the Licensor as follows: a) This Agreement has been duly executed and delivered by the Licensee and constitutes the legal, valid and binding obligation of the Licensee enforceable against the Licensee in accordance with its terms. b) The execution, delivery and performance of this Agreement by the Licensee, and any acts contemplated to be performed by the Licensee hereby, will not violate, be in conflict with or result in the breach (with or without the giving of notice or lapse of time, or both) of any term, condition or provision of, or require the consent of any other party to, any agreement, contract, commitment or other instrument, document or understanding, oral or written, to which the Licensee is a party or by which the Licensee is otherwise bound.

b) The execution, delivery and performance of this Agreement by the Licensor, and any acts contemplated to be performed by the Licensor hereby, will not violate, be in conflict with or result in the breach (with or without the giving of notice or lapse of time, or both) of any term, condition or provision of, or require the consent of any other party to, any agreement, contract, commitment or other instrument, document or understanding, oral or written, to which the Licensor is a party or by which the Licensor is otherwise bound. c) The Licensor is the sole owner of the entire right title and interest in and to the Licensed Trademark free and clear of all liens, encumbrances and claims of others. The Licensor has received no notice of any claims for infringement, unfair competition, appropriation of trade secret or the like relating to the Licensed Trademarks. 2. The Licensee hereby represents and warrants to the Licensor as follows: a) This Agreement has been duly executed and delivered by the Licensee and constitutes the legal, valid and binding obligation of the Licensee enforceable against the Licensee in accordance with its terms. b) The execution, delivery and performance of this Agreement by the Licensee, and any acts contemplated to be performed by the Licensee hereby, will not violate, be in conflict with or result in the breach (with or without the giving of notice or lapse of time, or both) of any term, condition or provision of, or require the consent of any other party to, any agreement, contract, commitment or other instrument, document or understanding, oral or written, to which the Licensee is a party or by which the Licensee is otherwise bound. ARTICLE VIII - INDEMNIFICATION 1. The Licensor will reimburse, indemnify and hold harmless the Licensee from and against (i) breach by the Licensor of its representations, warranties or covenants hereunder; (ii) any and all actions, claims or demands of third parties arising out of any action or omission of the Licensor hereunder and (iii) all actions, proceedings, claims, damages, costs, expenses (including, without limitation, costs of defense and fees and expenses of legal counsel) and demands by third parties of every kind and nature arising from the licenses and assignments granted hereunder, including any demands by third parties with respect to the infringement or alleged infringement of any trademark or other proprietary rights -6-

belonging to such third parties resulting from the Licensee's use of the Licensed Trademarks in connection with this Agreement. 2. The Licensee will reimburse, indemnify and hold harmless the Licensor from and against (i) breach by the Licensee of its representations, warranties or covenants hereunder and (ii) any and all actions, claims or demands of third parties arising out of any action or omission of the Licensee hereunder. ARTICLE IX - MISCELLANEOUS PROVISIONS 1. Successors and Assigns - This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. This Agreement cannot be assigned by any of the parties hereto without the prior approval of the other party in writing; provided, however, that either party may, without such consent, assign this Agreement in connection with the transfer or sale of all or substantially all of its business or in the event of its merger or consolidation with another company. Any purported assignment in violation of the preceding sentence shall be void. Any permitted assignee shall assume all obligations of its assignor under this Agreement. No assignment shall relieve either party of responsibility for the performance of any accrued obligation which such party then has hereunder. Notwithstanding the foregoing, if prior to FDA approval of the initial Licensed Product, Licensee (i) sells 60% or more of its tangible assets, or (ii) participates in or becomes subject to a merger in which it is not the surviving entity, the transaction may proceed without the consent of Licensor but, within ninety (90) days after such event, the parties (in the case of Licensee, any successor to Licensee) shall meet to review the development and commercialization plans for the Licensed Product of the successor entity. If the successor to Licensee does not wish to continue aggressively the

belonging to such third parties resulting from the Licensee's use of the Licensed Trademarks in connection with this Agreement. 2. The Licensee will reimburse, indemnify and hold harmless the Licensor from and against (i) breach by the Licensee of its representations, warranties or covenants hereunder and (ii) any and all actions, claims or demands of third parties arising out of any action or omission of the Licensee hereunder. ARTICLE IX - MISCELLANEOUS PROVISIONS 1. Successors and Assigns - This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. This Agreement cannot be assigned by any of the parties hereto without the prior approval of the other party in writing; provided, however, that either party may, without such consent, assign this Agreement in connection with the transfer or sale of all or substantially all of its business or in the event of its merger or consolidation with another company. Any purported assignment in violation of the preceding sentence shall be void. Any permitted assignee shall assume all obligations of its assignor under this Agreement. No assignment shall relieve either party of responsibility for the performance of any accrued obligation which such party then has hereunder. Notwithstanding the foregoing, if prior to FDA approval of the initial Licensed Product, Licensee (i) sells 60% or more of its tangible assets, or (ii) participates in or becomes subject to a merger in which it is not the surviving entity, the transaction may proceed without the consent of Licensor but, within ninety (90) days after such event, the parties (in the case of Licensee, any successor to Licensee) shall meet to review the development and commercialization plans for the Licensed Product of the successor entity. If the successor to Licensee does not wish to continue aggressively the development and commercialization plans for the Licensed Products on the same schedule as CEPHALON, it shall, upon request of Licensor, sublicense its right under this Agreement (subject to the approval of Licensor in accordance with Article II), for a sublicense fee of no more than 1.5X Licensee's investment in the development of Licensed Products to the date of such sublicensing in addition to any amounts due to Licensor hereunder. 2. Governing Law - This Agreement shall be governed by and construed in accordance with the laws of France, except that the scope and validity of the Licensed Trademarks shall be governed by the laws of the applicable jurisdiction. -7-

3. Modification or Waiver - No modification or waiver of any of the provisions of this Agreement shall be valid unless in writing signed by the parties hereto or signed by the party against whom enforcement of such modification or waiver is sought. 4. Notices - Notice hereunder shall be deemed sufficient if given by registered air mail, postage prepaid, and addressed to the party to receive such notice at the address given above, or at such other address as may hereafter be designated by notice in writing. 5. Force Majeure - Neither party shall be liable to the other party for any delay in performance or nonperformance of any of its obligations hereunder caused by any act of God, explosion, fire, war, labor disputes, order or decree of any court or governmental authority, or other unforeseeable cause wholly beyond the control and without the negligence of such party provided the party so affected promptly notifies the other party and uses its best efforts to remove such cause as soon as reasonably practical. 6. Counterparts - This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, shall bear the signatures of Licensor and Licensee. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, but all of which together shall constitute one and the same instrument. 7. Entire Agreement - This Agreement contains all of the covenants, terms and undertakings of the parties with respect to the particular subject matter hereof and all prior agreements among the parties relating to the subject matter hereof, whether written or oral, are merged herein and shall be of no force and effect. This Agreement

3. Modification or Waiver - No modification or waiver of any of the provisions of this Agreement shall be valid unless in writing signed by the parties hereto or signed by the party against whom enforcement of such modification or waiver is sought. 4. Notices - Notice hereunder shall be deemed sufficient if given by registered air mail, postage prepaid, and addressed to the party to receive such notice at the address given above, or at such other address as may hereafter be designated by notice in writing. 5. Force Majeure - Neither party shall be liable to the other party for any delay in performance or nonperformance of any of its obligations hereunder caused by any act of God, explosion, fire, war, labor disputes, order or decree of any court or governmental authority, or other unforeseeable cause wholly beyond the control and without the negligence of such party provided the party so affected promptly notifies the other party and uses its best efforts to remove such cause as soon as reasonably practical. 6. Counterparts - This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, shall bear the signatures of Licensor and Licensee. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, but all of which together shall constitute one and the same instrument. 7. Entire Agreement - This Agreement contains all of the covenants, terms and undertakings of the parties with respect to the particular subject matter hereof and all prior agreements among the parties relating to the subject matter hereof, whether written or oral, are merged herein and shall be of no force and effect. This Agreement cannot be changed, modified or discharged except by an instrument in writing signed by both parties hereto. 8. Severability - If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application. ARTICLE X - ARBITRATION Any difference between the parties hereto concerning the interpretation or application of this Agreement which could not be resolved amicably shall be finally settled in accordance with -8-

the Rules of Conciliation and Arbitration of the International Chamber of Commerce by three arbitrators designated in accordance with said Rules. This Agreement shall be construed, and the rights of the parties determined, in accordance with the French laws. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. The place of arbitration will be Geneva. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as of the day and year first written above.
CEPHALON, INC. [Genelco] ------------------------------------

By /s/ Frank Baldino, Jr. ------------------------------Frank Baldino, Jr. President ATTEST

By /s/ [ILLEGIBLE] ---------------------------------

ATTEST

By /s/ Jack Lief ------------------------------Jack Lief

By /s/ [ILLEGIBLE] ---------------------------------

the Rules of Conciliation and Arbitration of the International Chamber of Commerce by three arbitrators designated in accordance with said Rules. This Agreement shall be construed, and the rights of the parties determined, in accordance with the French laws. Judgment upon the award rendered may be entered in any court having jurisdiction thereof. The place of arbitration will be Geneva. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as of the day and year first written above.
CEPHALON, INC. [Genelco] ------------------------------------

By /s/ Frank Baldino, Jr. ------------------------------Frank Baldino, Jr. President ATTEST

By /s/ [ILLEGIBLE] ---------------------------------

ATTEST

By /s/ Jack Lief ------------------------------Jack Lief Secretary

By /s/ [ILLEGIBLE] ---------------------------------

-9-

Exhibit 10.5(d) [GRAPHIC OMITTED] Cephalon, Inc. 145 Brandywine Parkway West Chester, PA 19380 (215) 344-0200 Fax (215) 344-0065 July 21, 1993 Laboratoire L. Lafon 19 Avenue du Professeur-Cadiot 94701 Maisons Alfort France Re: Amendment to License Agreement and Supply Agreement Gentlemen: This letter agreement shall serve as an amendment to (a) the License Agreement dated January 20, 1993 ("License Agreement") between Cephalon, Inc. ("Cephalon") and Laboratoire L. Lafon ("Lafon") and (b) the Supply Agreement dated January 20, 1993 ("Supply Agreement") between Cephalon and Lafon. All capitalized terms not otherwise defined herein shall be used as defined in the License Agreement. 1. The term "Territory," for all purposes under the License Agreement and the Supply Agreement, is hereby expanded to include the Republic of Ireland and the United Kingdom of England, Scotland, Northern Ireland and Wales (collectively, the "U.K. Territory"). 2. Appendix A to the License Agreement is hereby amended to add the following patents and patent applications

Exhibit 10.5(d) [GRAPHIC OMITTED] Cephalon, Inc. 145 Brandywine Parkway West Chester, PA 19380 (215) 344-0200 Fax (215) 344-0065 July 21, 1993 Laboratoire L. Lafon 19 Avenue du Professeur-Cadiot 94701 Maisons Alfort France Re: Amendment to License Agreement and Supply Agreement Gentlemen: This letter agreement shall serve as an amendment to (a) the License Agreement dated January 20, 1993 ("License Agreement") between Cephalon, Inc. ("Cephalon") and Laboratoire L. Lafon ("Lafon") and (b) the Supply Agreement dated January 20, 1993 ("Supply Agreement") between Cephalon and Lafon. All capitalized terms not otherwise defined herein shall be used as defined in the License Agreement. 1. The term "Territory," for all purposes under the License Agreement and the Supply Agreement, is hereby expanded to include the Republic of Ireland and the United Kingdom of England, Scotland, Northern Ireland and Wales (collectively, the "U.K. Territory"). 2. Appendix A to the License Agreement is hereby amended to add the following patents and patent applications filed in the U.K. Territory as of the date hereof: U.K. Number 1 584 462 (filed March 31, 1977) IR Number 46 566 (filed March 2, 1978) European Patent 91 401 563.1 European Patent 92 403 381.4 3. In consideration of the expansion of the Territory, Cephalon shall pay to Lafon, in addition to the license fees and roya1ties to be paid by Cephalon pursuant to Section 1 of Article V of the License Agreement, the following license fees totalling Eight Hundred Thousand US Dollars (USD 800,000): a. One Hundred Thirty-Three Thousand US Dollars (USD 133,000), payable upon Lafon's signature of this letter agreement;

Laboratoire L. Lafon Page 2 b. One Hundred Thirty-Three Thousand US Dollars (USD 133,000) payable on each of the first through third anniversaries of the date of this letter agreement; and c. Two Hundred Sixty-Eight Thousand US Dollars (USD 268,000), payable upon the initial regulatory approval of a Licensed Product by the Medicines Division of the U.K. Ministry of Health. 4. The first sentence of Section 1 of Article VI of the License Agreement shall apply to the U.K. Territory, except that the fifteen (15) year period shall be calculated on a country-by-country basis within the U.K.

Laboratoire L. Lafon Page 2 b. One Hundred Thirty-Three Thousand US Dollars (USD 133,000) payable on each of the first through third anniversaries of the date of this letter agreement; and c. Two Hundred Sixty-Eight Thousand US Dollars (USD 268,000), payable upon the initial regulatory approval of a Licensed Product by the Medicines Division of the U.K. Ministry of Health. 4. The first sentence of Section 1 of Article VI of the License Agreement shall apply to the U.K. Territory, except that the fifteen (15) year period shall be calculated on a country-by-country basis within the U.K. Territory. 5. Section 1 of Article III of the License Agreement is hereby amended by (a) inserting the phrase "or any other comparable regulatory applications and filings to be made by Cephalon in the Territory" at the end of the second sentence thereof, and (b) inserting the phrase "or other regulatory applications and filings" at the end of the third sentence thereof. 6. Sections 3.b and 3.c of the License Agreement shall not apply to the U.K. Territory. Instead, the following provisions shall apply to product registration activities in the U.K. Territory: 3.b. CEPHALON and LAFON shall promptly agree on a mutually acceptable strategy for obtaining regulatory approvals of the Licensed Product in the U.K. Territory to ensure that the approval process within the U.K. Territory proceeds expeditiously, consistent with full and complete laboratory and clinical evaluations and standards for new drug product development applicable within the U.K. Territory. It is agreed that all product registrations within the U.K. Territory are to be in CEPHALON's name (or the name of a CEPHALON Affiliate). CEPHALON shall have the right to meet with the appropriate regulatory authorities, but shall keep LAFON informed of all such meetings and shall provide LAFON with copies of all relevant correspondence with such authorities. If LAFON, after consultation with CEPHALON, elects to file under the multi-state procedure of the Committee for Proprietary Medicinal Products ("CPMP") of the

Laboratoire L. Lafon Page 3 European Communities, the parties will discuss the desirability of keeping the approval process in the U.K. Territory separate from the CPMP process, but it is understood that the final decision in this regard shall be made by LAFON. If the U.K. Territory remains part of the CPMP process, LAFON will provide CEPHALON with adequate opportunity to provide input to any filings LAFON proposes to make with the CPMP. LAFON shall take such actions as may be required to identify CEPHALON (or its designated Affiliate) as the holder of the product license in all member states within the U.K. Territory, and, upon request, shall sign any instruments required by applicable law to confirm Cephalon's authorization under this Agreement to apply for any other authorizations required to market the Licensed Product in the Territory, and/or join in any such application by Cephalon, if required." 3.c. CEPHALON shall conduct, at its own expense, all necessary trials for purposes of obtaining regulatory approvals of the Licensed Product in the U.K. Territory. 7. Section 3.d. of Article III of the License Agreement is hereby amended and restated in its entirety as follows: "If in any country within the Territory CEPHALON fails to market the Licensed Product within three (3) months of the effective date of approval of any application in such country, including price reimbursement approval (and

Laboratoire L. Lafon Page 3 European Communities, the parties will discuss the desirability of keeping the approval process in the U.K. Territory separate from the CPMP process, but it is understood that the final decision in this regard shall be made by LAFON. If the U.K. Territory remains part of the CPMP process, LAFON will provide CEPHALON with adequate opportunity to provide input to any filings LAFON proposes to make with the CPMP. LAFON shall take such actions as may be required to identify CEPHALON (or its designated Affiliate) as the holder of the product license in all member states within the U.K. Territory, and, upon request, shall sign any instruments required by applicable law to confirm Cephalon's authorization under this Agreement to apply for any other authorizations required to market the Licensed Product in the Territory, and/or join in any such application by Cephalon, if required." 3.c. CEPHALON shall conduct, at its own expense, all necessary trials for purposes of obtaining regulatory approvals of the Licensed Product in the U.K. Territory. 7. Section 3.d. of Article III of the License Agreement is hereby amended and restated in its entirety as follows: "If in any country within the Territory CEPHALON fails to market the Licensed Product within three (3) months of the effective date of approval of any application in such country, including price reimbursement approval (and assuming receipt from LAFON of Compound under the Supply Agreement), to permit such sale in such country, upon sixty (60) days notice, LAFON may as its sole remedy, terminate CEPHALON's Exclusive License in such country, and upon LAFON's request (and to the extent permitted by law), CEPHALON will thereupon transfer its rights and approvals concerning the Licensed Product in such country to LAFON or its designated assignee." 8. Section 1.b. of Article V of the License Agreement is hereby amended and restated in its entirety as follows: "In addition, CEPHALON shall pay to LAFON a royalty on Net Sales of Licensed Products by CEPHALON and/or its sublicensees, calculated at the rate of five per cent (5%) during the first three years from the date of first

Laboratoire L. Lafon Page 4 commercial sale of the first Licensed Product in any country within the Territory, and seven per cent (7%) thereafter." 9. Section 2 of Article V of the License Agreement is hereby amended and restated in its entirety as follows: "Royalties shall be payable on Net Sales of Licensed Product in any country within the Territory for a period of fifteen (15) years from the date of the first commercial sale of the first Licensed Product in such country in the Territory. Thereafter, CEPHALON's license granted under Article II hereof shall be fully paid-up and irrevocable as to all Licensed Products in such country in the Territory." 10. Lafon and Cephalon shall cooperate to take all actions that are reasonably available under applicable laws to extend the term of each of the Patents including, without limitation, applying for a "Supplementary Protection Certificate" pursuant to Council Regulation (EEC) No. 1768/92 of 18 June, 1992 of The Council of the European Communities. The out-of-pocket costs and expenses associated with such actions shall be shared equally by the parties. 11. The term "FDA Standards" as used in the Supply Agreement is hereby deleted and the term "Regulatory Standards" is hereby substituted in its place. For purposes of the Supply Agreement, "Regulatory Standards" shall

Laboratoire L. Lafon Page 4 commercial sale of the first Licensed Product in any country within the Territory, and seven per cent (7%) thereafter." 9. Section 2 of Article V of the License Agreement is hereby amended and restated in its entirety as follows: "Royalties shall be payable on Net Sales of Licensed Product in any country within the Territory for a period of fifteen (15) years from the date of the first commercial sale of the first Licensed Product in such country in the Territory. Thereafter, CEPHALON's license granted under Article II hereof shall be fully paid-up and irrevocable as to all Licensed Products in such country in the Territory." 10. Lafon and Cephalon shall cooperate to take all actions that are reasonably available under applicable laws to extend the term of each of the Patents including, without limitation, applying for a "Supplementary Protection Certificate" pursuant to Council Regulation (EEC) No. 1768/92 of 18 June, 1992 of The Council of the European Communities. The out-of-pocket costs and expenses associated with such actions shall be shared equally by the parties. 11. The term "FDA Standards" as used in the Supply Agreement is hereby deleted and the term "Regulatory Standards" is hereby substituted in its place. For purposes of the Supply Agreement, "Regulatory Standards" shall be defined as follows: "the facility license requirements and the Good Manufacturing Practice regulations of the U.S. FDA applicable to the Compound or the Manufacturing Facility (as such terms are defined in the Supply Agreement) and all other laws, rules and regulations applicable to the manufacture, packaging, labelling and shipment of the Compound into the Territory." 12. Section 13 of the Supply Agreement is hereby amended so that the second paragraph states in its entirety as follows: "In addition, CEPHALON may terminate this Agreement, at its option, at any time following termination of the License Agreement, upon thirty (30) days written notice to LAFON."

Laboratoire L. Lafon Page 5 13. Each of Cephalon and Lafon hereby restates its respective representations and warranties made in the License Agreement and the Supply Agreement, as each such agreement has been amended pursuant to this letter agreement. Except as modified by this letter agreement, all provisions of each of the License Agreement and the Supply 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/ Frank Baldino -----------------------------Frank Baldino, Jr., Ph.D. President

Accepted and agreed to this _____ day of July, 1993.

Laboratoire L. Lafon Page 5 13. Each of Cephalon and Lafon hereby restates its respective representations and warranties made in the License Agreement and the Supply Agreement, as each such agreement has been amended pursuant to this letter agreement. Except as modified by this letter agreement, all provisions of each of the License Agreement and the Supply 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/ Frank Baldino -----------------------------Frank Baldino, Jr., Ph.D. President

Accepted and agreed to this _____ day of July, 1993. LABORATOIRE L. LAFON
By: /s/ F.C. Lafon -----------------------------F. C. Lafon Chief Executive Officer

Exhibit 10.5(e) [GRAPHIC OMITTED] Cephalon, Inc. 145 Brandywine Parkway West Chester, PA 19380 (215) 344-0200 Fax (215) 344-0065 July 21, 1993 Genelco S.A. 8, Route de Beaumont 1701 Fribourg Switzerland Re: Amendment to Trademark Agreement Gentlemen: This letter agreement shall serve as an amendment to the Trademark Agreement dated January 20, 1993 ("Trademark Agreement") between Cephalon, Inc. ("Cephalon") and Genelco S.A. ("Licensee"). All capitalized terms not otherwise defined herein shall be used as defined in the Trademark Agreement.

Exhibit 10.5(e) [GRAPHIC OMITTED] Cephalon, Inc. 145 Brandywine Parkway West Chester, PA 19380 (215) 344-0200 Fax (215) 344-0065 July 21, 1993 Genelco S.A. 8, Route de Beaumont 1701 Fribourg Switzerland Re: Amendment to Trademark Agreement Gentlemen: This letter agreement shall serve as an amendment to the Trademark Agreement dated January 20, 1993 ("Trademark Agreement") between Cephalon, Inc. ("Cephalon") and Genelco S.A. ("Licensee"). All capitalized terms not otherwise defined herein shall be used as defined in the Trademark Agreement. 1. The term "Territory," for all purposes under the Trademark Agreement is hereby expanded to include Ireland and the United Kingdom of England, Scotland, Northern Ireland and Wales (collectively, the "U.K. Territory"). 2. Article III(1) of the Trademark Agreement is hereby amended and restated in its entirety as follows: "For and in consideration of the Exclusive License to use the Licensed Trademark granted herein, Licensee shall pay Licensor a royalty as follows: a) four percent (4%) of Net Sales by CEPHALON and/or its sublicensees in a country within the Territory, during the first fifteen (15) years from the date of first commercial sale of the first Licensed Product in such country; and b) two percent (2%) of Net Sales by CEPHALON and/or its sublicensees in a country within the Territory during the next succeeding five (5) years of the term of this Agreement. 3. 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.

Genelco S.A. Page 2 If the foregoing is acceptable, please indicate your agreement in the space provided below. CEPHALON, INC.
By: /s/ Frank Baldino ---------------------------Frank Baldino, Jr., Ph.D. President

Genelco S.A. Page 2 If the foregoing is acceptable, please indicate your agreement in the space provided below. CEPHALON, INC.
By: /s/ Frank Baldino ---------------------------Frank Baldino, Jr., Ph.D. President

Accepted and agreed to this _____ day of July, 1993. Genelco S.A.
By: /s/ ILLEGIBLE ----------------------------

Exhibit 10.5(g) [GRAPHIC OMITTED] Cephalon, Inc. 145 Brandywine Parkway West Chester, PA 19830-4245 (610) 344-0200 Fax (610) 344-0065

August 23, 1995

Laboratoire L. Lafon 19 Avenue du Professeur-Cadiot 94701 Maisons-Alfort France Re: Amendment No. 4 to License Agreement and Supply Agreement Gentlemen: This letter agreement shall serve as an amendment to (i) the License Agreement dated January 20, 1993, as amended prior to the date hereof (the "License Agreement") between Cephalon, Inc. ("Cephalon") and Laboratoire L. Lafon ("Lafon") and (ii) the Supply Agreement dated January 20, 1993, as amended prior to the date hereof (the "Supply Agreement") between Cephalon and Lafon. 1. All capitalized terms not otherwise defined herein shall be used as defined in the License Agreement. 2. The term "Territory," for all purposes under the License Agreement and the Supply Agreement is hereby expanded to include Japan. 3. Appendix A to the License Agreement is hereby amended to add the following patents and patent applications related to Licensed Products and/or the Compound, as filed in Japan as of the date hereof (each of which shall be included in the definition of "Patents"):
Application Date Application Number Date of Issuance Patent Number

Exhibit 10.5(g) [GRAPHIC OMITTED] Cephalon, Inc. 145 Brandywine Parkway West Chester, PA 19830-4245 (610) 344-0200 Fax (610) 344-0065

August 23, 1995

Laboratoire L. Lafon 19 Avenue du Professeur-Cadiot 94701 Maisons-Alfort France Re: Amendment No. 4 to License Agreement and Supply Agreement Gentlemen: This letter agreement shall serve as an amendment to (i) the License Agreement dated January 20, 1993, as amended prior to the date hereof (the "License Agreement") between Cephalon, Inc. ("Cephalon") and Laboratoire L. Lafon ("Lafon") and (ii) the Supply Agreement dated January 20, 1993, as amended prior to the date hereof (the "Supply Agreement") between Cephalon and Lafon. 1. All capitalized terms not otherwise defined herein shall be used as defined in the License Agreement. 2. The term "Territory," for all purposes under the License Agreement and the Supply Agreement is hereby expanded to include Japan. 3. Appendix A to the License Agreement is hereby amended to add the following patents and patent applications related to Licensed Products and/or the Compound, as filed in Japan as of the date hereof (each of which shall be included in the definition of "Patents"):
Application Date ---------------29/03/78 14/06/91 14/12/92 Application Number -----------------35.406 3.143.267 [neuroprotector; Parkinson's] 4.332.897 [anti-ischemic agent] Date of Issuance ---------------28/09/87 Patent Number ------------1.400.453

4. In consideration of the expansion of the Territory, Cephalon shall pay to Lafon, the following non-refundable license fees totalling Two Million, Five Hundred Thousand US Dollars (USD 2,500,000) a. Five hundred thousand US dollars (USD 500,000), payable upon Lafon's signature of this letter agreement;

Laboratoire L. Lafon Amendment No. 4 August 23, 1995 Page 2 b. Five hundred thousand US dollars (USD 500,000), payable on the first anniversary of the date of this letter agreement; c. One million US dollars (USD 1,000,000), payable upon the initial marketing approval of an NDA equivalent in Japan for a Licensed Product, including any related pricing approvals needed to market the Licensed Product; and

Laboratoire L. Lafon Amendment No. 4 August 23, 1995 Page 2 b. Five hundred thousand US dollars (USD 500,000), payable on the first anniversary of the date of this letter agreement; c. One million US dollars (USD 1,000,000), payable upon the initial marketing approval of an NDA equivalent in Japan for a Licensed Product, including any related pricing approvals needed to market the Licensed Product; and d. Five hundred thousand US dollars (USD 500,000), payable upon the first commercial sale of a Licensed Product in Japan. 5. Lafon agrees and acknowledges that Cephalon is authorized to enter into an agreement with a company in Japan as Cephalon's sublicensee to develop and commercialize Licensed Product in Japan, subject to the prior approval of Lafon, which shall not be unreasonably withheld, and subject to the other sublicensing provisions of Article II of the License Agreement. Cephalon agrees and acknowledges that Cephalon's rights to develop and commercialize Licensed Product in Japan under this Amendment No. 4 are subject to termination by Lafon, upon 30 days notice in writing, if Cephalon has failed to make such an arrangement in Japan by the second anniversary of the execution of this Amendment No. 4. In the event of such termination, Japan shall automatically be deleted from the definition of "Territory," and the Patents and Patent Applications referred to in paragraph 3 shall be deleted from Annex A. In its discussions with a potential Japanese sublicensee, Cephalon shall use its best efforts to have the candidate identify possible product opportunities for Lafon in France. Cephalon will advise Lafon of any such opportunities and Lafon and Cephalon will determine an appropriate way to handle the negotiations for the product opportunity separate from the sublicensing discussions and in a manner that does not impair the modafinil sublicensing discussions. However, Lafon acknowledges that there can be no assurance that a Japanese company will have a product opportunity suitable for Lafon in France, and that the availability of such an opportunity is not a condition to Cephalon's right to sublicense its rights in Japan. 6. In case a sublicensing agreement is signed by Cephalon with a company in Japan, the rate of royalty applicable to Japan according to Article V(2) of the License Agreement and the price applicable under Article 3(b) of the Supply Agreement to the supply of Compound by Lafon for use in Japan shall be established by Lafon and Cephalon in a separate written amendment, in accordance with the relevant

Laboratoire L. Lafon Amendment No. 4 August 23, 1995 Page 3 laws and regulations of the countries concerned, with the purpose of minimizing withholding taxes and other tax liabilities of the parties. However, the total compensation payable by Cephalon to Lafon as a royalty under the License Agreement on Net Sales in Japan and for the purchase of Compound from Lafon for use in Japan shall be established based on the amount of compensation received by Cephalon from the sublicensee, according to the following table:
% of Net Sales in Japan paid by Sublicensee to Cephalon -------25 % of Net Sales in Japan by Sublicensee to Lafon ----12.0

Laboratoire L. Lafon Amendment No. 4 August 23, 1995 Page 3 laws and regulations of the countries concerned, with the purpose of minimizing withholding taxes and other tax liabilities of the parties. However, the total compensation payable by Cephalon to Lafon as a royalty under the License Agreement on Net Sales in Japan and for the purchase of Compound from Lafon for use in Japan shall be established based on the amount of compensation received by Cephalon from the sublicensee, according to the following table:
% of Net Sales in Japan paid by Sublicensee to Cephalon -------25 26 27 28 29 30 31 32 33 34 35 % of Net Sales in Japan by Sublicensee to Lafon ----12.0 12.2 12.4 12.6 12.8 12.0 13.5 14.0 14.6 15.0 15.5

If Cephalon is unable to obtain compensation from a sublicensee of at least 25% of Net Sales of Licensed Product in Japan, Cephalon and Lafon shall negotiate in good faith to determine a fair allocation between Cephalon and Lafon of the compensation from the Japanese company. However, Lafon shall not be obligated to accept less than 12.0% of Net Sales in Japan, nor shall Cephalon be obligated to accept compensation from the sublicensee of less than 25% of Net Sales. The second paragraph of Article III, Section 3.b and Article III, Section 3.c of the License Agreement shall not apply to this Amendment No. 4. Instead, Cephalon will consult with and will keep Lafon advised about the appropriate schedule for regulatory filings in Japan with respect to a Licensed Product, to ensure prompt commercialization of Licensed Products in a commercially reasonable manner, taking into account the possible therapeutic indications and related regulatory requirements in Japan applicable to preclinical and clinical trials.

Laboratoire L. Lafon Amendment No. 4 August 23, 1995 Page 4 7. (a) Concerning U.S. Patent Application Serial No. 08/319,124 (the "Cephalon Application"), Cephalon is hereby authorized to file counterparts of such Application in all countries within its Territory; in addition, Cephalon may file such Application in other countries outside the Territory, at its own cost and expense. (b) Cephalon hereby grants to Lafon a non-exclusive, fully-paid license, with the right to sublicense, to any and all applications and patents resulting therefrom which are counterparts of the Cephalon Application, and which are filed in countries outside Cephalon's Territory to make, have made, use and sell Compounds and Licensed Products in all countries outside of Cephalon's Territory. Lafon's license hereunder shall survive the expiration of the License Agreement by its terms and any proper termination of the License Agreement by either party.

Laboratoire L. Lafon Amendment No. 4 August 23, 1995 Page 4 7. (a) Concerning U.S. Patent Application Serial No. 08/319,124 (the "Cephalon Application"), Cephalon is hereby authorized to file counterparts of such Application in all countries within its Territory; in addition, Cephalon may file such Application in other countries outside the Territory, at its own cost and expense. (b) Cephalon hereby grants to Lafon a non-exclusive, fully-paid license, with the right to sublicense, to any and all applications and patents resulting therefrom which are counterparts of the Cephalon Application, and which are filed in countries outside Cephalon's Territory to make, have made, use and sell Compounds and Licensed Products in all countries outside of Cephalon's Territory. Lafon's license hereunder shall survive the expiration of the License Agreement by its terms and any proper termination of the License Agreement by either party. (c) Article VII, paragraph 6, is hereby amended to read in its entirety as follows: "CEPHALON and LAFON will advise each other periodically of any Improvements made by either party patentable or not, and CEPHALON and LAFON agree to grant the other party authorization to use such Improvements at no cost on a nonexclusive basis. The licensees or sublicensees of a party shall be authorized to use an Improvement of the other party in their respective territory or territories (but not in the territory of the party who made the Improvement) if the licensee or sublicensee has agreed to reciprocity with respect to its own Improvements. Notwithstanding the foregoing, the term "Improvements" shall not include preclinical and clinical study data related to the Compound, which shall be governed by the separate provisions of this Agreement related to such data. 8. A difference has appeared between the parties concerning the construction of the License Agreement regarding communication of the reports on Cephalon's studies, Cephalon considering that it has no obligation to communicate to Lafon such reports and Lafon considering that communication of such reports is required by Cephalon under the License Agreement. Both parties standing on their positions, the following compromise is hereby agreed and accepted by both parties: (a) Each party shall supply the other party, from time to time and at least semiannually, with interim progress reports concerning any program or study

Laboratoire L. Lafon Amendment No. 4 August 23, 1995 Page 5 which is performed by such party (or its licensees or sublicensees) relating to the Licensed Product, including but not limited to, chemical, biological, physical, pharmacological and toxicological studies, animal and clinical studies, data and know-how concerning the manufacture of Licensed Products. The corresponding detailed final reports and, if requested by a party, the corresponding raw data will be supplied to the requesting party, promptly upon completion. Each party shall submit to the other, before initiating a study after the date of this Amendment No. 4, a copy of the protocol of each clinical study to be performed. Lafon shall have the right to review and approve a protocol of Cephalon to determine that in its reasonable opinion it is not detrimental to the commercialization of the Compound, but Lafon shall not unreasonably withhold its approval of such protocol. Each party is hereby authorized to freely use such information and reports supplied by the other party, either directly or through its licensees or sublicensees, in its respective jurisdictions, subject to the confidentiality provisions of the License Agreement and except as provided in clause (d) below. (b) Without prejudice to the generality of the foregoing, Cephalon will deliver to Lafon final reports of the studies designated C103 and C107 by September 30, 1995 (or such later time designated by Lafon as shall be sufficient

Laboratoire L. Lafon Amendment No. 4 August 23, 1995 Page 5 which is performed by such party (or its licensees or sublicensees) relating to the Licensed Product, including but not limited to, chemical, biological, physical, pharmacological and toxicological studies, animal and clinical studies, data and know-how concerning the manufacture of Licensed Products. The corresponding detailed final reports and, if requested by a party, the corresponding raw data will be supplied to the requesting party, promptly upon completion. Each party shall submit to the other, before initiating a study after the date of this Amendment No. 4, a copy of the protocol of each clinical study to be performed. Lafon shall have the right to review and approve a protocol of Cephalon to determine that in its reasonable opinion it is not detrimental to the commercialization of the Compound, but Lafon shall not unreasonably withhold its approval of such protocol. Each party is hereby authorized to freely use such information and reports supplied by the other party, either directly or through its licensees or sublicensees, in its respective jurisdictions, subject to the confidentiality provisions of the License Agreement and except as provided in clause (d) below. (b) Without prejudice to the generality of the foregoing, Cephalon will deliver to Lafon final reports of the studies designated C103 and C107 by September 30, 1995 (or such later time designated by Lafon as shall be sufficient for Lafon to include such reports in a response to the CPMP), excluding any delays caused by events outside of Cephalon's control. Cephalon also shall provide the final reports of the studies designated C201 and C109 is soon as commercially practicable after September 30, 1995 (currently the delivery date for both studies is estimated to be in mid-October 1995) as well as the final reports for the studies designated C301 and C302 (currently the delivery date for C301 is estimated to be in the 1st quarter of 1996). Cephalon also will furnish Lafon with copies of all protocols related to clinical studies conducted by Cephalon prior to the date hereof. (c) The same provisions as are included in paragraph (a) above shall apply to all programs and studies that are performed by any sublicensee of Cephalon or Lafon, including any sublicensee of Cephalon in Japan. (d) Concerning all clinical programs and studies concerning indications of any Licensed Product (other than the treatment of narcolepsy and idiopathic hypersomnia) initiated after the date of this Amendment No. 4. Cephalon will notify Lafon as promptly as practicable of any such clinical study or

Exhibit 10.13 MARKETING AND DEVELOPMENT COLLABORATION AGREEMENT THIS MARKETING AND DEVELOPMENT COLLABORATION AGREEMENT (this "Agreement") is dated this 10th day of June, 1999, between CEPHALON, INC., a company organized and existing under the laws of the State of Delaware, having offices at 145 Brandywine Parkway, West Chester, Pennsylvania 193804245 (hereinafter referred to as "Cephalon") and ABBOTT LABORATORIES INC., a company organized and existing under the laws of the State of Delaware, having offices at 100 Abbott Park Road, Abbott Park, Illinois 60064 (hereinafter referred to as "Abbott"). WITNESSETH: WHEREAS, Abbott licenses, manufactures and markets the pharmaceutical product N-(4,4-di(3-methyl-2thienyl)but-3-en-1-yl)nipecotic acid, which is more commonly known in the United States as Gabitril(R) (the "Product"); WHEREAS, Abbott desires to collaborate with another company on marketing and clinical development activities in the Field (as defined in Section 1.15) related to the Product; and

Exhibit 10.13 MARKETING AND DEVELOPMENT COLLABORATION AGREEMENT THIS MARKETING AND DEVELOPMENT COLLABORATION AGREEMENT (this "Agreement") is dated this 10th day of June, 1999, between CEPHALON, INC., a company organized and existing under the laws of the State of Delaware, having offices at 145 Brandywine Parkway, West Chester, Pennsylvania 193804245 (hereinafter referred to as "Cephalon") and ABBOTT LABORATORIES INC., a company organized and existing under the laws of the State of Delaware, having offices at 100 Abbott Park Road, Abbott Park, Illinois 60064 (hereinafter referred to as "Abbott"). WITNESSETH: WHEREAS, Abbott licenses, manufactures and markets the pharmaceutical product N-(4,4-di(3-methyl-2thienyl)but-3-en-1-yl)nipecotic acid, which is more commonly known in the United States as Gabitril(R) (the "Product"); WHEREAS, Abbott desires to collaborate with another company on marketing and clinical development activities in the Field (as defined in Section 1.15) related to the Product; and WHEREAS, Abbott and Cephalon wish to enter into such an agreement for the Product throughout the Territory (as defined in Section 1.33). NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth herein, both parties to this Agreement agree as follows: ARTICLE 1- DEFINITIONS 1.1 "Abbott Detail," "Abbott Details" or "Abbott Detailing" means or refers to a sales presentation in the Territory by an Abbott Representative during which the Abbott Representative promotes the Product to an individual, antiepileptic prescribing physician identified on the target list approved by the Collaboration Committee, which sales presentation must be performed in accordance with the terms and conditions specified herein. 1.2 "Abbott Representative" means an individual: (i) who is regularly employed by Abbott on a full-time basis as a member of its sales force; and (ii) who is qualified and has been trained by Abbott to make sales presentations for Abbott's pharmaceutical products to physicians and who is qualified and has been trained by Abbott, in particular, to make sales presentations for the Product (as contemplated by Section 4.4(a)). -1-

1.3 "Affiliate" means, with respect to each party, any legal entity during the term of this Agreement: (i) at least fifty percent (50%) of whose issued voting securities or assets are owned or controlled, directly or indirectly, by said party; (ii) which owns or controls, directly or indirectly, at least fifty percent (50%) of the issued voting securities or assets of said party; or (iii) which is owned or controlled, directly or indirectly, by any of the entities described in (i) or (ii) above, where such ownership or control is defined as owning or controlling at least fifty percent (50%) or more of the issued voting securities or assets of such entity. Notwithstanding the foregoing, for purposes of this Agreement, TAP Holdings Inc. and its subsidiary companies shall not be deemed an "Affiliate" of Abbott.

1.3 "Affiliate" means, with respect to each party, any legal entity during the term of this Agreement: (i) at least fifty percent (50%) of whose issued voting securities or assets are owned or controlled, directly or indirectly, by said party; (ii) which owns or controls, directly or indirectly, at least fifty percent (50%) of the issued voting securities or assets of said party; or (iii) which is owned or controlled, directly or indirectly, by any of the entities described in (i) or (ii) above, where such ownership or control is defined as owning or controlling at least fifty percent (50%) or more of the issued voting securities or assets of such entity. Notwithstanding the foregoing, for purposes of this Agreement, TAP Holdings Inc. and its subsidiary companies shall not be deemed an "Affiliate" of Abbott. 1.4 "Cephalon Detail," "Cephalon Details" or "Cephalon Detailing" means or refers to a sales presentation in the Territory by a Cephalon Representative during which the Cephalon Representative promotes the Product to an individual, anti-epileptic prescribing physician identified on the target list primarily made up of neurologists and approved by the Collaboration Committee, which sales presentation must be performed in accordance with the terms and conditions specified herein. 1.5 "Cephalon Detail Launch Date" means the date of the commencement of the Cephalon Detailing effort as described in Section 3.1. 1.6 "Cephalon Promotional Launch Date" means the date of the commencement of Cephalon's marketing and promotional duties under this Agreement, i.e., on or before July 1, 1999. 1.7 "Cephalon Representative" means an individual: (i) who is regularly employed by Cephalon on a full-time basis as a member of its sales force; and (ii) who is qualified and has been trained by Cephalon to make sales presentations for Cephalon's pharmaceutical products to physicians and who is qualified and has been trained by Cephalon, in particular, to make sales presentations for the Product (as contemplated by Section 3.1). 1.8 "Clinical Study Plan" shall mean that part of the Collaboration Plan developed by the Collaboration Committee for the conduct of clinical studies by the parties hereunder. -2-

1.9 [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] 1.10 "Collaboration Committee" means the committee established by Cephalon and Abbott to oversee and manage the co-promotion, marketing and further development of the Product. 1.11 "Collaboration Period" means the period which is the shorter of: (i) the first through tenth Sales Years; or (ii) the actual duration of this Agreement. 1.12 "Collaboration Plan" shall have the meaning set forth in Section 3.12. 1.13 "Expiration Date" means April 23, 2008, the date the patent for the Product (U.S. 5,010,090) expires, as such date may be extended pursuant to the terms of Section 10.1(b) hereof 1.14 "FDA" means the Food and Drug Administration or any successor entity thereto. 1.15 [* The confidential material contained herein has been omitted and has been separately filed with the

1.9 [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] 1.10 "Collaboration Committee" means the committee established by Cephalon and Abbott to oversee and manage the co-promotion, marketing and further development of the Product. 1.11 "Collaboration Period" means the period which is the shorter of: (i) the first through tenth Sales Years; or (ii) the actual duration of this Agreement. 1.12 "Collaboration Plan" shall have the meaning set forth in Section 3.12. 1.13 "Expiration Date" means April 23, 2008, the date the patent for the Product (U.S. 5,010,090) expires, as such date may be extended pursuant to the terms of Section 10.1(b) hereof 1.14 "FDA" means the Food and Drug Administration or any successor entity thereto. 1.15 [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] 1.16 "Net Sales" means gross sales of the Product (as set forth on the invoice for such Product) in the Territory for use in the Territory in a given Sales Year ("Annual Net Sales"), Sales Quarter ("Quarterly Net Sales") or such other time period by Abbott, any Abbott Affiliate or any Abbott licensee, to unrelated third parties, in arm's length transactions, including but not limited to, pharmaceutical wholesalers, pharmacies, hospitals or dispensing physicians, less any of the following charges or expenses that are incurred in connection with gross sales of the Product during the Term: (i) discounts, including cash discounts, customary wade allowances or rebates actually taken or allowed, governmental rebates, charge-backs, and group purchasing management fees for formulary access; (ii) credits or allowances given or made for rejection, recall or return (including return reserves) of previously sold Product actually taken or allowed; (iii) any tax or government charge (including any tax such as a value added or similar tax or government charge) to the extent it appears on Product invoices (other than an income tax levied on the sale, transportation or delivery of Product); and (iv) freight, insurance and duties on shipments of Product. The parties agree that the only discounts, allowances or rebates permitted to be charged against "Net Sales" hereunder shall be those that are extended by Abbott in good faith and consistent with discounts, allowances or rebates extended by Abbott on other Abbott -3-

products in the ordinary course of business. Abbott agrees that it will not sell the Product in a bundle arrangement with other Abbott products without the prior written approval of the Collaboration Committee. For purposes of determining the amount of sales of Gabitril(R) outside of the Field for a given period, (i) the number of prescriptions as measured by IMS data for Gabitril(R) written outside the Field for such period shall be divided by the total number of prescriptions for Gabitril(R) written for such period inside and outside the Field, (ii) the quotient thereof shall be multiplied by gross sales of Gabitril(R) minus charges and expenses permitted to be deducted from gross sales under this Section 1.16; and (iii) the product thereof shall be the sales of Gabitril(R) outside the Field for the given period.

products in the ordinary course of business. Abbott agrees that it will not sell the Product in a bundle arrangement with other Abbott products without the prior written approval of the Collaboration Committee. For purposes of determining the amount of sales of Gabitril(R) outside of the Field for a given period, (i) the number of prescriptions as measured by IMS data for Gabitril(R) written outside the Field for such period shall be divided by the total number of prescriptions for Gabitril(R) written for such period inside and outside the Field, (ii) the quotient thereof shall be multiplied by gross sales of Gabitril(R) minus charges and expenses permitted to be deducted from gross sales under this Section 1.16; and (iii) the product thereof shall be the sales of Gabitril(R) outside the Field for the given period. In the event the invoice includes products other than the Product, then, if possible, such charges and expenses shall be allocated directly to the product or products to which they relate, including the Product. In the event any charges or expenses cannot be attributed to a specific product, including the Product, then such charges and expenses shall be allocated on a pro-rata basis, based on the dollar value of such products, including the Product. Any sales among: (a) Abbott, (b) Abbott Affiliates, or (c) Abbott licensees, shall not be included in the definition of "Net Sales." Sales of new dosage strengths of Product shall not be included in "Net Sales" for the ninety (90) day period following the first day of commercial shipment of such new dosage strengths of Product by Abbott, but such sales of new dosage strengths of Product shall be added in proportionally equal amounts to "Net Sales" in the four (4) Sales Quarters following the end of the ninety (90) day period, with any returns of such new dosage strengths of Product deducted from gross sales (i) as and when received; or (ii) after the end of the ninety (90) day period, whichever is later. Moreover, "Net Sales" for the first Sales Year shall not include sales of Product in the first Sales Year due to inventory loading by customers in anticipation of the change in century ("Y2K Excess Inventory"), but the amount of such sales shall be added to gross sales for the first Sales Quarter of the second Sales Year. Y2K Excess Inventory shall be measured by comparing IMS pipeline audit data related to average monthly wholesaler/chain warehouse inventories for July, August and September, 1999, to the inventory for December 1999. This comparison shall be calculated as follows: Y2K Excess Inventory = Actual December 1999 Month of Supply (MOS) minus Derived Non-Y2K Excess Inventory. -4-

Derived Non-Y2K Excess Inventory= Actual December 1999 MOS times (Average MOS for July, August and September 1999 divided by Actual December 1999 MOS) For example, Y2K Excess Inventory would be calculated as follows, assuming Actual December 1999 MOS of $1,500,000 and Average MOS for July, August and September, 1999 of $1,000,000: Y2K Excess Inventory = $1,500,000 minus ($1,500,000 times [$1,000,000 divided by $1,500,000] = $500,000. As set forth in this example, Y2K Excess Inventory of $500,000 would be deducted from the calculation of "Net Sales" for the first Sales Year and such amount would then be added to "Net Sales" for the first Sales Quarter of the second Sales Year. 1.17 "Patent" means United States Patent Number 5,010,090 as it relates to N-(4,4-di(3-methyl-2-thienyl)but3-en-1-yl)nipecotic acid licensed to Abbott Laboratories and issued on April 23, 1991, the expiration date of which is, as of the date hereof, April 23, 2008, subject to Section 10.1(b) hereof.

Derived Non-Y2K Excess Inventory= Actual December 1999 MOS times (Average MOS for July, August and September 1999 divided by Actual December 1999 MOS) For example, Y2K Excess Inventory would be calculated as follows, assuming Actual December 1999 MOS of $1,500,000 and Average MOS for July, August and September, 1999 of $1,000,000: Y2K Excess Inventory = $1,500,000 minus ($1,500,000 times [$1,000,000 divided by $1,500,000] = $500,000. As set forth in this example, Y2K Excess Inventory of $500,000 would be deducted from the calculation of "Net Sales" for the first Sales Year and such amount would then be added to "Net Sales" for the first Sales Quarter of the second Sales Year. 1.17 "Patent" means United States Patent Number 5,010,090 as it relates to N-(4,4-di(3-methyl-2-thienyl)but3-en-1-yl)nipecotic acid licensed to Abbott Laboratories and issued on April 23, 1991, the expiration date of which is, as of the date hereof, April 23, 2008, subject to Section 10.1(b) hereof. 1.18 "PhRMA Code" means the Pharmaceutical Manufacturers Association's Code of Pharmaceutical Marketing Practices, as amended from time to time. 1.19 "Primary Detail" means: (a) a Cephalon Detail in which: (i) the Product is the first product presented during a sales presentation; and (ii) more than fifty percent (50%) of the time spent during such sales presentation is spent on the Product. 1.20 "Product" means, from the date hereof up until such time as the FDA approves indications in addition to epilepsy, additional dosage forms or formulations (including any extended release formulations), any pharmaceutical product or products: (i) for human use only; (ii) containing N-(4,4-di(3-methyl-2-thienyl)but-3-en-l-yl)nipecotic acid as the sole therapeutically active ingredient; (iii) only in the oral dosage form(s) of tablets; and -5-

(iv) prescribed in the Field. In the event the FDA approves indications in addition to epilepsy, additional dosage forms or formulations (including any extended release formulations) of the Product in the Field for human use, such indications, dosage forms or formulations shall be included in the definition of "Product" only if (A) they were the subject of the collaborative clinical activities set forth in Section 3.14 hereof that were the subject of a Supplemental New Drug Application filed with FDA for indications within the Field; or (B) the parties have negotiated an amendment to this Agreement as provided in Section 3.15 hereof providing for such additional indication(s), dosage form(s) or formulation(s) to be included in the definition of "Product" and setting forth such additional financial and other terms that may apply to the collaborative marketing and clinical development of such additional indication(s), dosage form(s) or formulation(s). If neither (A) nor (B) above is applicable, the additional indication(s), dosage form(s) or formulation(s) shall be excluded from the definition of "Product." 1.21 "Promotional Budget" means the budget prepared by each party and submitted to the Collaboration Committee annually setting forth in sufficient detail the proposed allocation of such party's share of the

(iv) prescribed in the Field. In the event the FDA approves indications in addition to epilepsy, additional dosage forms or formulations (including any extended release formulations) of the Product in the Field for human use, such indications, dosage forms or formulations shall be included in the definition of "Product" only if (A) they were the subject of the collaborative clinical activities set forth in Section 3.14 hereof that were the subject of a Supplemental New Drug Application filed with FDA for indications within the Field; or (B) the parties have negotiated an amendment to this Agreement as provided in Section 3.15 hereof providing for such additional indication(s), dosage form(s) or formulation(s) to be included in the definition of "Product" and setting forth such additional financial and other terms that may apply to the collaborative marketing and clinical development of such additional indication(s), dosage form(s) or formulation(s). If neither (A) nor (B) above is applicable, the additional indication(s), dosage form(s) or formulation(s) shall be excluded from the definition of "Product." 1.21 "Promotional Budget" means the budget prepared by each party and submitted to the Collaboration Committee annually setting forth in sufficient detail the proposed allocation of such party's share of the Promotional Expenses required to be expended by such party pursuant to Section 3.12. 1.22 "Promotional Expenses" means those types of expenses described on Exhibit 1.22 that are related to the promotion and marketing efforts of a party with regard to the Product and which are allowed to be charged against a party's Promotional Budget. 1.23 "Promotional Materials" means all written, printed or graphic materials, brochures, sales training materials, sales aids, detail aids and other promotional items related to the Product, including electronic or internet applications thereof. 1.24 "Reasonable Commercial Efforts" means efforts which are consistent with those utilized by a party for its own internally developed or in-licensed pharmaceutical products with similar market potential. 1.25 "Reminder Detail" means an Abbott Detail in which the Product is emphasized after the primary detail by the Abbott Representative either as the second or third emphasized product during the sales presentation. 1.26 "Residual Periods" mean the two 12-month periods following the expiration or termination of the Collaboration Period. 1.27 "Sales Quarter" means a period of three (3) consecutive calendar months during the Term, commencing on July 1, 1999, with all subsequent Sales Quarters occurring each successive three (3) month period thereafter. -6-

1.28 "Sales Year" means (i) with respect to the first Sales Year, the period January 1, 1999 - December 31, 1999; (ii) with respect to the second through ninth Sales Years (2000-2007), a period of twelve (12) consecutive calendar months commencing January 1st of each calendar year; (iii) with respect to the tenth Sales Year, the period January 1, 2008 - April 23, 2008; and (iv) each of the two - twelve (12) consecutive calendar month periods which comprise the Residual Periods. 1.29 "Sample Pack" means a package of Product used for sampling to physicians, as further described in Section 3.6. 1.30 "Sampling Act" means the Prescription Drug Marketing Act of 1987, as amended from time to time, and any regulations promulgated thereunder. 1.31 "Secondary Detail" means: (a) a Cephalon Detail sales presentation in which: (i) the Product is the second product presented; and

1.28 "Sales Year" means (i) with respect to the first Sales Year, the period January 1, 1999 - December 31, 1999; (ii) with respect to the second through ninth Sales Years (2000-2007), a period of twelve (12) consecutive calendar months commencing January 1st of each calendar year; (iii) with respect to the tenth Sales Year, the period January 1, 2008 - April 23, 2008; and (iv) each of the two - twelve (12) consecutive calendar month periods which comprise the Residual Periods. 1.29 "Sample Pack" means a package of Product used for sampling to physicians, as further described in Section 3.6. 1.30 "Sampling Act" means the Prescription Drug Marketing Act of 1987, as amended from time to time, and any regulations promulgated thereunder. 1.31 "Secondary Detail" means: (a) a Cephalon Detail sales presentation in which: (i) the Product is the second product presented; and (ii) the second most amount of time spent during such sales presentation is spent on the Product. 1.32 "Term" means the Collaboration Period and the Residual Periods. 1.33 "Territory" means the fifty (50) states of the United States of America and the District of Columbia. 1.34 "Trademarks" means the trademark for the Product, Gabitril(R), and the trademark for Filmtab(R), registered to Abbott in the Territory, and any new trademark applied for by, or registered to Abbott in the Territory for the Product. ARTICLE 2- COLLABORATION
2.1 (a) Abbott and Cephalon wish to structure and implement a marketing and clinical development collaboration that will capitalize on the respective strengths of their organizations and effectively drive the commercial success of the Product in the Territory. Each party shall exercise Reasonable Commercial Efforts and operate in good faith to undertake all matters within the scope of that party's responsibility in support of the Product and, more specifically, to maximize its commercial potential during the Collaboration Period. In this regard, and without limiting the foregoing, Abbott shall be responsible for all matters relating to manufacturing, supply, storage, distribution, customer service, medical and regulatory affairs, except that nothing contained in this Section 2.1(a) shall obligate Abbott with respect to Sample Packs, the obligations for which are described in Section 3.6 hereof. In considering matters, whether in its capacity as a member of the

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Collaboration Committee or otherwise, representatives of the parties shall act in good faith and deal fairly and equitably with each other, and further shall render decisions and take actions that in each case represent their best judgment as to how to best maximize the commercial potential and the underlying asset value of the Product. Notwithstanding the foregoing, Abbott shall be entitled to expend such efforts and funds that it deems necessary with regard to Depakote(R) and any other Abbott products in order to maximize the commercial potential of Depakote(R) and such other Abbott products. (b) Appointment. As set forth in this Agreement, Abbott hereby appoints Cephalon for the Collaboration Period to co-promote, market and provide clinical development support for the Product with Abbott in the Field in the Territory. Abbott shall not appoint any third party to co-promote, market or provide clinical development support (except for clinical research organizations conducting such clinical activities) for the Product in the Field in

Collaboration Committee or otherwise, representatives of the parties shall act in good faith and deal fairly and equitably with each other, and further shall render decisions and take actions that in each case represent their best judgment as to how to best maximize the commercial potential and the underlying asset value of the Product. Notwithstanding the foregoing, Abbott shall be entitled to expend such efforts and funds that it deems necessary with regard to Depakote(R) and any other Abbott products in order to maximize the commercial potential of Depakote(R) and such other Abbott products. (b) Appointment. As set forth in this Agreement, Abbott hereby appoints Cephalon for the Collaboration Period to co-promote, market and provide clinical development support for the Product with Abbott in the Field in the Territory. Abbott shall not appoint any third party to co-promote, market or provide clinical development support (except for clinical research organizations conducting such clinical activities) for the Product in the Field in the Territory other than Cephalon. Cephalon's duties as a collaborator in the marketing and clinical development of the Product are more specifically described herein. ARTICLE 3 3.1 Cephalon Detailing Effort. (a) General. During the Collaboration Period, Cephalon, by and through the Cephalon Representatives, shall perform Cephalon Details of the Product in accordance with the terms of this Agreement, including adherence to the Collaboration Plan. Cephalon shall perform Cephalon Details of the Product only in strict accordance with: (i) the PhRMA Code; (ii) the approved Product labeling; and (iii) the applicable Federal, state and local laws and regulations of the Territory, including, but not limited to, the Sampling Act. Cephalon shall only perform Cephalon Details to individual, anti-epileptic prescribing physicians in the Field identified on the target list primarily made up of neurologists and approved by the Collaboration Committee, unless agreed otherwise with Abbott by written amendment to the Collaboration Plan. (b) Number of Details. Commencing on September 15, 1999, Cephalon, by and through the Cephalon Representatives, shall perform the following numbers of Primary and Secondary Details of the Product within the Territory: -8-

[* The confidential material contained herein has been omitted and has been separately filed with the Commission]. (c) Physician Observations. Cephalon shall advise Abbott from time to time of the Cephalon Representatives' observations of physicians' reactions to the format of Cephalon Details. This shall be accomplished through the use of Cephalon Representative and Abbott Representative focus groups, surveys or as otherwise mutually agreed by the parties. 3.2 Variance In Details Per Sales Year/Quarter. (a) Cephalon shall perform the required number of annual Cephalon Details in a proportionate manner so that beginning in the second Sales Year, the number of Cephalon Primary and Secondary Details performed in each Sales Quarter is [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] respectively, with a permitted variance per Sales Quarter of minus ten percent (- 10%) (except for the 1999 Cephalon Detailing Period and the first Sales Quarter of the second Sales Year, where the permitted variance shall be based on [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] Primary Details and [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] Secondary Details). Except as set forth in Section 3.2(b) below, the permitted variance per Sales Quarter shall not affect Cephalon's overall obligation to perform the minimum number of Cephalon Details per Sales Year as required under Section 3.1(b) above. (b) In the event Cephalon fails to perform the required number of Cephalon Details in a given Sales Year by a variance of minus ten percent(-10%) or less (the "Detail Variance"), then Cephalon shall be entitled to make up the Detail Variance by performing all of the Detail Variance in the first Sales Quarter of the subsequent Sales

[* The confidential material contained herein has been omitted and has been separately filed with the Commission]. (c) Physician Observations. Cephalon shall advise Abbott from time to time of the Cephalon Representatives' observations of physicians' reactions to the format of Cephalon Details. This shall be accomplished through the use of Cephalon Representative and Abbott Representative focus groups, surveys or as otherwise mutually agreed by the parties. 3.2 Variance In Details Per Sales Year/Quarter. (a) Cephalon shall perform the required number of annual Cephalon Details in a proportionate manner so that beginning in the second Sales Year, the number of Cephalon Primary and Secondary Details performed in each Sales Quarter is [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] respectively, with a permitted variance per Sales Quarter of minus ten percent (- 10%) (except for the 1999 Cephalon Detailing Period and the first Sales Quarter of the second Sales Year, where the permitted variance shall be based on [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] Primary Details and [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] Secondary Details). Except as set forth in Section 3.2(b) below, the permitted variance per Sales Quarter shall not affect Cephalon's overall obligation to perform the minimum number of Cephalon Details per Sales Year as required under Section 3.1(b) above. (b) In the event Cephalon fails to perform the required number of Cephalon Details in a given Sales Year by a variance of minus ten percent(-10%) or less (the "Detail Variance"), then Cephalon shall be entitled to make up the Detail Variance by performing all of the Detail Variance in the first Sales Quarter of the subsequent Sales Year, in addition to the Cephalon Details that Cephalon is required to perform in that Sales Quarter pursuant to Section 3.1(b). If Cephalon performs all of the Detail Variance in the subsequent first Sales Quarter (it being agreed that the number of Cephalon Details performed in such first Sales Quarter shall be counted first toward the required number of Cephalon Details for that Sales Quarter, and second toward the Detail Variance, then Abbott shall pay to Cephalon within forty-five (45) days of the end of such first Sales Quarter the amount of compensation withheld by Abbott for the prior Sales Year pursuant to the provisions of Section 4.1. In the event Cephalon fails to perform all of the -9-

Detail Variance as aforesaid, then the reduction in Cephalon's compensation pursuant to the provisions of Section 4.1 shall stand, no payment for any of such Detail Variance shall be due to Cephalon, and Cephalon shall have no further obligation to make up such Detail Variance. For purposes of clarification and explanation, Cephalon shall not be entitled to any variance in the number of Cephalon Details in the first Sales Quarter of a Sales Year when it is attempting to make up a Detail Variance for the previous Sales Year. Furthermore, this provision entitling Cephalon to make up a Detail Variance may only be invoked once by Cephalon in any consecutive period of four (4) Sales Years. For example, if Cephalon invokes its right in the third Sales Year to make up a Detail Variance that occurred in the second Sales Year, Cephalon shall not be permitted to invoke this right again until at least the seventh Sales Year or thereafter, in order to make up the Detail Variance for the preceding Sales Year. 3.3 Cephalon Representative Training. Cephalon shall, on an on-going basis, and at Cephalon's expense, train and supervise the Cephalon Representatives in the Cephalon Detailing of the Product, which training shall include adverse event reporting in a manner reasonably acceptable to Abbott. Cephalon agrees that the composition of the Cephalon Representative sales force is an important and material element of its promotional effort hereunder, and that, beginning in the second Sales Year, Cephalon shall ensure that at least fifty percent (50%) of Cephalon Representatives promoting the Product are Cephalon's longest-tenured Cephalon Representatives. At the beginning of the Collaboration Period, Abbott shall provide to Cephalon, at no cost to Cephalon, Abbott's existing sales force training materials for use by Cephalon in its initial sales training activities. In the event that such training materials need to be reprinted, Abbott agrees to reprint such materials and to sell them to Cephalon, at Abbott's cost of reproduction, as an allowable expense against Cephalon's Promotional Budget. Abbott shall consult with Cephalon regarding the appropriate levels of sales force training materials. During the first and second Sales Years, Abbott agrees to provide Cephalon with reasonable access to Abbott's sales trainers, sales

Detail Variance as aforesaid, then the reduction in Cephalon's compensation pursuant to the provisions of Section 4.1 shall stand, no payment for any of such Detail Variance shall be due to Cephalon, and Cephalon shall have no further obligation to make up such Detail Variance. For purposes of clarification and explanation, Cephalon shall not be entitled to any variance in the number of Cephalon Details in the first Sales Quarter of a Sales Year when it is attempting to make up a Detail Variance for the previous Sales Year. Furthermore, this provision entitling Cephalon to make up a Detail Variance may only be invoked once by Cephalon in any consecutive period of four (4) Sales Years. For example, if Cephalon invokes its right in the third Sales Year to make up a Detail Variance that occurred in the second Sales Year, Cephalon shall not be permitted to invoke this right again until at least the seventh Sales Year or thereafter, in order to make up the Detail Variance for the preceding Sales Year. 3.3 Cephalon Representative Training. Cephalon shall, on an on-going basis, and at Cephalon's expense, train and supervise the Cephalon Representatives in the Cephalon Detailing of the Product, which training shall include adverse event reporting in a manner reasonably acceptable to Abbott. Cephalon agrees that the composition of the Cephalon Representative sales force is an important and material element of its promotional effort hereunder, and that, beginning in the second Sales Year, Cephalon shall ensure that at least fifty percent (50%) of Cephalon Representatives promoting the Product are Cephalon's longest-tenured Cephalon Representatives. At the beginning of the Collaboration Period, Abbott shall provide to Cephalon, at no cost to Cephalon, Abbott's existing sales force training materials for use by Cephalon in its initial sales training activities. In the event that such training materials need to be reprinted, Abbott agrees to reprint such materials and to sell them to Cephalon, at Abbott's cost of reproduction, as an allowable expense against Cephalon's Promotional Budget. Abbott shall consult with Cephalon regarding the appropriate levels of sales force training materials. During the first and second Sales Years, Abbott agrees to provide Cephalon with reasonable access to Abbott's sales trainers, sales force personnel and in-house personnel, such as scientists and product managers, as their schedules may permit, to consult with Cephalon on its sales training activities. Cephalon agrees that the Cephalon Representatives shall not negatively position Depakote(R) or any other current or future Abbott epilepsy product in any oral presentation or written sales force training materials relating to the Product. 3.4 Cephalon Representatives' Incentive Compensation. For the Collaboration Period, Cephalon, at its expense, shall award incentive compensation, bonuses or prizes to Cephalon Representatives for achieving goals for volume of sales generated for the Product in the sales territory of such Cephalon Representative. [*The confidential material herein has been omitted and has been separately filed with the Commission.] -10-

Pursuant to Section 3.7(c), throughout the Collaboration Period, Cephalon shall keep Abbott informed with respect to Cephalon's current incentive compensation plan for the Product. Pursuant to Section 4.5(b), Abbott shall supply certain sales information to aid Cephalon in the determination of incentive compensation due to Cephalon Representatives and related to the Product. 3.5 Promotional Materials and Promotional Practices. (a) Development. Throughout the Collaboration Period, Abbott and Cephalon shall collaborate by means of the Collaboration Committee on the development of all Promotional Materials and promotional practices. Any new Promotional Materials and promotional practices developed hereunder must be approved in writing through the Abbott Medical Regulatory Review Process in accordance with Section 3.5(e) hereof. Cephalon shall be responsible for ensuring that all final Promotional Materials distributed in the Territory are exactly the same as the Promotional Materials approved by Abbott in accordance with Section 3.5(e) hereof. All such Promotional Materials shall be sold to Abbott, at Cephalon's cost of reproduction, for use by Abbott Representatives who perform Abbott Detailing, to be expensed against Abbott's Promotional Budget. Cephalon shall be solely responsible for the cost of developing such Promotional Materials, which cost shall be considered a Promotional Expense to be expensed against Cephalon's Promotional Budget. Cephalon agrees that all Promotional Materials and promotional practices developed by it shall not conflict with the PhRMA Code, with any law or regulation of the Territory, nor with Abbott's Operating Guidelines for Program Funding, a copy of which has been provided to and reviewed by Cephalon. Cephalon further agrees that its Promotional Materials and promotional practices shall not negatively position Depakote(R) or any other current or future Abbott epilepsy product in any oral presentation or Promotional Materials.

Pursuant to Section 3.7(c), throughout the Collaboration Period, Cephalon shall keep Abbott informed with respect to Cephalon's current incentive compensation plan for the Product. Pursuant to Section 4.5(b), Abbott shall supply certain sales information to aid Cephalon in the determination of incentive compensation due to Cephalon Representatives and related to the Product. 3.5 Promotional Materials and Promotional Practices. (a) Development. Throughout the Collaboration Period, Abbott and Cephalon shall collaborate by means of the Collaboration Committee on the development of all Promotional Materials and promotional practices. Any new Promotional Materials and promotional practices developed hereunder must be approved in writing through the Abbott Medical Regulatory Review Process in accordance with Section 3.5(e) hereof. Cephalon shall be responsible for ensuring that all final Promotional Materials distributed in the Territory are exactly the same as the Promotional Materials approved by Abbott in accordance with Section 3.5(e) hereof. All such Promotional Materials shall be sold to Abbott, at Cephalon's cost of reproduction, for use by Abbott Representatives who perform Abbott Detailing, to be expensed against Abbott's Promotional Budget. Cephalon shall be solely responsible for the cost of developing such Promotional Materials, which cost shall be considered a Promotional Expense to be expensed against Cephalon's Promotional Budget. Cephalon agrees that all Promotional Materials and promotional practices developed by it shall not conflict with the PhRMA Code, with any law or regulation of the Territory, nor with Abbott's Operating Guidelines for Program Funding, a copy of which has been provided to and reviewed by Cephalon. Cephalon further agrees that its Promotional Materials and promotional practices shall not negatively position Depakote(R) or any other current or future Abbott epilepsy product in any oral presentation or Promotional Materials. (b) Development Services. Cephalon agrees to consider contracting with Abbott for the creative development of all Promotional Materials to be developed by Cephalon hereunder, provided that any such decision remains in Cephalon's sole discretion. In return for Cephalon's consideration of Abbott, Abbott agrees that any bid submitted by it for the creative development of such Promotional -11-

Materials shall be based on Abbott's cost, as if Abbott was providing the development service to one of its internal divisions. (c) Distribution. Cephalon Representatives shall distribute Promotional Materials to anti-epileptic prescribing physicians in connection with Cephalon Detailing. The parties shall consult with each other with respect to the distribution of the Promotional Materials. Cephalon Representatives shall not use any Promotional Materials other than the Promotional Materials supplied by Abbott or such other Promotional Materials developed by Cephalon and approved in writing by the Collaboration Committee or designees of the Collaboration Committee and by Abbott pursuant to Section 3.5(e) hereof. (d) Electronic Programs. All Cephalon Promotional Materials that are electronic or internet-based programs and that focus on the Product must also be approved in writing by the Collaboration Committee and approved in writing by Abbott through the Abbott Medical Regulatory Review Process described in Section 3.5(e) hereof Examples of such programs include the promotional content of Cephalon's web site related to Product and associated links to chat rooms, e-mail or related medical sites. (e) Abbott's Medical Regulatory Review Process. Abbott shall use Reasonable Commercial Efforts to review the Promotional Materials in a timeframe consistent with other Abbott products, but with the understanding that Abbott's Medical Regulatory Review Process may take approximately two (2) weeks from submission of Promotional Materials and promotional practices to rendering of approval/disapproval of such Promotional Materials and promotional practices by Abbott's Medical Regulatory Review Process. In the event approval/disapproval is not given within such two (2) week period, the parties agree to discuss the reason for such delay. Notwithstanding anything herein to the contrary, the only basis for disapproval of new Promotional Materials or promotional practices shall be (i) a good faith belief by Abbott that such Promotional Materials or practices may violate any applicable law, regulation or guidance, including but not limited to, those promulgated by the FDA; and/or

Materials shall be based on Abbott's cost, as if Abbott was providing the development service to one of its internal divisions. (c) Distribution. Cephalon Representatives shall distribute Promotional Materials to anti-epileptic prescribing physicians in connection with Cephalon Detailing. The parties shall consult with each other with respect to the distribution of the Promotional Materials. Cephalon Representatives shall not use any Promotional Materials other than the Promotional Materials supplied by Abbott or such other Promotional Materials developed by Cephalon and approved in writing by the Collaboration Committee or designees of the Collaboration Committee and by Abbott pursuant to Section 3.5(e) hereof. (d) Electronic Programs. All Cephalon Promotional Materials that are electronic or internet-based programs and that focus on the Product must also be approved in writing by the Collaboration Committee and approved in writing by Abbott through the Abbott Medical Regulatory Review Process described in Section 3.5(e) hereof Examples of such programs include the promotional content of Cephalon's web site related to Product and associated links to chat rooms, e-mail or related medical sites. (e) Abbott's Medical Regulatory Review Process. Abbott shall use Reasonable Commercial Efforts to review the Promotional Materials in a timeframe consistent with other Abbott products, but with the understanding that Abbott's Medical Regulatory Review Process may take approximately two (2) weeks from submission of Promotional Materials and promotional practices to rendering of approval/disapproval of such Promotional Materials and promotional practices by Abbott's Medical Regulatory Review Process. In the event approval/disapproval is not given within such two (2) week period, the parties agree to discuss the reason for such delay. Notwithstanding anything herein to the contrary, the only basis for disapproval of new Promotional Materials or promotional practices shall be (i) a good faith belief by Abbott that such Promotional Materials or practices may violate any applicable law, regulation or guidance, including but not limited to, those promulgated by the FDA; and/or (ii) a good faith belief by Abbott that the Promotional Materials are not medically accurate. For any Promotional Materials or practices which Abbott disapproves hereunder, Abbott shall provide Cephalon with sufficient detailed information and/or comments about the noted violation(s) of law, regulation, guidance or medical accuracy, and the parties shall thereafter engage in constructive discussions to enable Cephalon to make corrections to the Promotional Materials or practices so that they may be promptly resubmitted to Abbott for approval. -12-

(f) Submittal of Promotional Materials to FDA. Once Promotional Materials have been approved in accordance with the foregoing provisions of this Section 3.5, Cephalon shall supply Abbott with copies of such Promotional Materials within forty-eight (48) hours of the time they are submitted to Cephalon Representatives, to enable Abbott to submit such Promotional Materials to the FDA. (g) Physician Observations. Cephalon shall advise Abbott from time to time of the Cephalon Representatives' observations of physicians' reactions to Promotional Materials. This shall be accomplished through the use of Cephalon Representative and Abbott Representative focus groups, surveys or as otherwise mutually agreed by the parties. (h) Cost. Where it is provided in this Agreement that an item will be provided by one party to another at the providing party's cost, (i) in the case of an item produced internally by a party, the parties agree to set a specific transfer price for such item prior to placement of the first order by the receiving party intended to cover all of the providing party's internal costs, which transfer price shall be subject to annual adjustment based upon changes to the relevant Consumer Price Index applicable to such item, or based upon changes in the cost to manufacture such item if the design or configuration of the item is materially changed, in which case the transfer price shall be re-set based upon the direction of the Collaboration Committee; and (ii) in the case of an item procured by the providing party from a third party vendor, the cost shall be a direct pass-through of the amount paid by the providing party to the third party vendor, which cost shall be evidenced

(f) Submittal of Promotional Materials to FDA. Once Promotional Materials have been approved in accordance with the foregoing provisions of this Section 3.5, Cephalon shall supply Abbott with copies of such Promotional Materials within forty-eight (48) hours of the time they are submitted to Cephalon Representatives, to enable Abbott to submit such Promotional Materials to the FDA. (g) Physician Observations. Cephalon shall advise Abbott from time to time of the Cephalon Representatives' observations of physicians' reactions to Promotional Materials. This shall be accomplished through the use of Cephalon Representative and Abbott Representative focus groups, surveys or as otherwise mutually agreed by the parties. (h) Cost. Where it is provided in this Agreement that an item will be provided by one party to another at the providing party's cost, (i) in the case of an item produced internally by a party, the parties agree to set a specific transfer price for such item prior to placement of the first order by the receiving party intended to cover all of the providing party's internal costs, which transfer price shall be subject to annual adjustment based upon changes to the relevant Consumer Price Index applicable to such item, or based upon changes in the cost to manufacture such item if the design or configuration of the item is materially changed, in which case the transfer price shall be re-set based upon the direction of the Collaboration Committee; and (ii) in the case of an item procured by the providing party from a third party vendor, the cost shall be a direct pass-through of the amount paid by the providing party to the third party vendor, which cost shall be evidenced by the invoice of the third party vendor. 3.6 Sample Packs. (a) Supply and Distribution of Sample Packs. Commencing on August 25, 1999 and continuing thereafter during the Collaboration Period, Abbott will sell to Cephalon, at Abbott's cost, Sample Packs for distribution to Cephalon Representatives in accordance with the promotional program approved by the Collaboration Committee and the procedures set forth in Section 3.6(b) below. The cost of the Sample Packs as of the date hereof is set forth in Exhibit 3.6 and is based upon Abbott's current packaging of cases containing forty (40) cartons, with each carton containing a 40 ct. bottle of 4 mg. tablets. The parties understand that such cost is subject to change on an annual basis thereafter to reflect changes in costs to Abbott to produce such Sample Packs, whether by change in the cost of Abbott's standard development process to produce Product, change in configuration of the Sample Packs, or otherwise. Any change in the design or configuration of Sample Packs during the Collaboration Period shall be subject to the approval of the Collaboration Committee. All Sample Packs shall be delivered to Cephalon F.O.B. Abbott facility, and the costs for them shall be considered Promotional Expenses to be expensed against Cephalon's Promotional Budget. Cephalon shall cause the Cephalon Representatives to distribute Sample -13-

Packs in connection with the Cephalon Detailing of the Product and in accordance with: (i) the PhRMA Code; and (ii) all applicable Federal, state and local laws and regulations of the Territory, including, but not limited to, the Sampling Act. No later than thirty (30) days after the effective date of this Agreement, Abbott shall have been apprised by Cephalon of Cephalon's detailed procedures for handling of Sample Packs by Cephalon employees, which will include tracking of Sample Packs delivered to and distributed by Cephalon Representatives, and Abbott shall have the right to approve/disapprove of such procedures, in Abbott's reasonable discretion. After accepting delivery from Abbott, Cephalon shall be solely responsible for such storage, tracking, accounting, distribution and handling of Sample Packs and shall perform such activities in strict accordance with the PhRMA Code and all applicable Federal, state and local laws and regulations of the Territory, including, but not limited to, the Sampling Act. if Cephalon is responsible for any declared violation of the Sampling Act, or if in good faith Abbott reasonably believes that Cephalon has violated the Sampling Act, Abbott shall have the right to cease providing Sample Packs to Cephalon. (b) Orders and Forecasts. (i) Within thirty (30) days after the date of this Agreement, Cephalon shall notify Abbott in writing of its delivery requirements for Sample Packs and provide firm purchase orders for a six (6) month period commencing August

Packs in connection with the Cephalon Detailing of the Product and in accordance with: (i) the PhRMA Code; and (ii) all applicable Federal, state and local laws and regulations of the Territory, including, but not limited to, the Sampling Act. No later than thirty (30) days after the effective date of this Agreement, Abbott shall have been apprised by Cephalon of Cephalon's detailed procedures for handling of Sample Packs by Cephalon employees, which will include tracking of Sample Packs delivered to and distributed by Cephalon Representatives, and Abbott shall have the right to approve/disapprove of such procedures, in Abbott's reasonable discretion. After accepting delivery from Abbott, Cephalon shall be solely responsible for such storage, tracking, accounting, distribution and handling of Sample Packs and shall perform such activities in strict accordance with the PhRMA Code and all applicable Federal, state and local laws and regulations of the Territory, including, but not limited to, the Sampling Act. if Cephalon is responsible for any declared violation of the Sampling Act, or if in good faith Abbott reasonably believes that Cephalon has violated the Sampling Act, Abbott shall have the right to cease providing Sample Packs to Cephalon. (b) Orders and Forecasts. (i) Within thirty (30) days after the date of this Agreement, Cephalon shall notify Abbott in writing of its delivery requirements for Sample Packs and provide firm purchase orders for a six (6) month period commencing August 25, 1999. Cephalon shall also provide a forecast of its estimated delivery requirements for an additional twelve (12) month period following the initial six (6) month period. The twelve (12) month forecast shall represent Cephalon's reasonable estimates, not firm orders, to facilitate Abbott's capacity planning. (ii) Thereafter, on or before the tenth (10th) day of each month during the Collaboration Period, Cephalon shall provide Abbott with an additional one (1) month firm purchase order to supplement the existing five (5) month firm order period, thereby establishing a new six (6) month firm order delivery requirements period, and shall provide an updated forecast estimate for the twelve (12) months succeeding such new six (6) month firm order requirements period. (iii) Abbott shall have the opportunity to comment upon each such twelve (12) month forecast and shall advise Cephalon within three (3) weeks of Abbott's receipt of any such Product forecast if such forecast for a specified period exceeds Abbott's capacity planning. Abbott shall use reasonable commercial efforts to adjust its production capacity to accommodate such forecast, but shall have no obligation to incur expense in the expansion or purchase of production facilities or equipment in order to meet such forecast. -14-

(iv) Abbott operates its plants and schedules production in monthly delivery buckets. Therefore, Cephalon's delivery date shall indicate only the desired month and year of delivery. Abbott shall use Reasonable Commercial Efforts to supply Cephalon with Sample Packs in accordance with Cephalon's purchase orders provided in accordance with this Section 3.6(b). Abbott agrees to notify Cephalon as soon as reasonably practicable whenever purchase order delivery dates cannot be met. (v) Cephalon shall send purchase orders to:

Abbott Laboratories PPD Materials Management Dept. 507, Building J23 1675 Lakeside Drive Waukegan, IL 60085 (c) Sample Pack Logos and Company Names. Until Abbott's existing stock of Sample Packs is depleted, the labeling of the Sample Packs shall contain only the Abbott company name and logo. As soon as reasonably practicable thereafter, Abbott shall use Reasonable Commercial Efforts to add the Cephalon company name and logo on the labeling of the Sample Packs, the design for which shall be approved in advance by the Collaboration Committee. Cephalon, or its designee reasonably acceptable to Abbott, shall have the sole responsibility for storing and distributing Sample Packs purchased by Cephalon for Cephalon Representatives.

(iv) Abbott operates its plants and schedules production in monthly delivery buckets. Therefore, Cephalon's delivery date shall indicate only the desired month and year of delivery. Abbott shall use Reasonable Commercial Efforts to supply Cephalon with Sample Packs in accordance with Cephalon's purchase orders provided in accordance with this Section 3.6(b). Abbott agrees to notify Cephalon as soon as reasonably practicable whenever purchase order delivery dates cannot be met. (v) Cephalon shall send purchase orders to:

Abbott Laboratories PPD Materials Management Dept. 507, Building J23 1675 Lakeside Drive Waukegan, IL 60085 (c) Sample Pack Logos and Company Names. Until Abbott's existing stock of Sample Packs is depleted, the labeling of the Sample Packs shall contain only the Abbott company name and logo. As soon as reasonably practicable thereafter, Abbott shall use Reasonable Commercial Efforts to add the Cephalon company name and logo on the labeling of the Sample Packs, the design for which shall be approved in advance by the Collaboration Committee. Cephalon, or its designee reasonably acceptable to Abbott, shall have the sole responsibility for storing and distributing Sample Packs purchased by Cephalon for Cephalon Representatives. 3.7 Cephalon Reports and Abbott Audit Rights. (a) Details. (i) Cephalon Report. Not later than thirty (30) days after the end of each Sales Quarter, Cephalon shall supply Abbott with a report containing: (A) the actual number of Cephalon Details of the Product performed during such Sales Quarter; (B) a breakdown of the Cephalon sales territories (including territory number) where such Cephalon Details were performed; (C) the Cephalon Representative number and territory alignment; (D) types and names of physicians to whom Cephalon Details were made, including ME number for each physician; (E) percentage of Cephalon Details where Sample Packs were distributed to physicians; -15-

(F) type of Cephalon Detail (i.e., Primary Detail or Secondary Detail); and (G) type and quantity of Sample Packs distributed to each physician. (ii) Audit Right. If Abbott determines, in its reasonable judgment, that an audit is necessary to determine Cephalon's compliance with the stated requirements of Sections 3.1 and 3.7, then Abbott or its designee, provided such designee is an independent certified public accountant reasonably acceptable to Cephalon and bound by an obligation of confidentiality to Cephalon, shall have the right to perform, at Abbott's expense, on at least fifteen (15) days advance notice, an audit of Cephalon's relevant books and records not more than once in any twelve (12) month period, to determine Cephalon's compliance with Sections 3.1 and 3.7; provided, however, Abbott must notify Cephalon of its intent to exercise this audit right within six (6) months of receipt of Cephalon's final report of Cephalon's Details for a Sales Year. If Abbott has not notified Cephalon within such six (6) month period, Abbott's audit right for such Sales Year shall terminate. Notwithstanding the foregoing, if an audit discloses an overstatement of five percent (5%) or more in the number of Cephalon Details actually performed,

(F) type of Cephalon Detail (i.e., Primary Detail or Secondary Detail); and (G) type and quantity of Sample Packs distributed to each physician. (ii) Audit Right. If Abbott determines, in its reasonable judgment, that an audit is necessary to determine Cephalon's compliance with the stated requirements of Sections 3.1 and 3.7, then Abbott or its designee, provided such designee is an independent certified public accountant reasonably acceptable to Cephalon and bound by an obligation of confidentiality to Cephalon, shall have the right to perform, at Abbott's expense, on at least fifteen (15) days advance notice, an audit of Cephalon's relevant books and records not more than once in any twelve (12) month period, to determine Cephalon's compliance with Sections 3.1 and 3.7; provided, however, Abbott must notify Cephalon of its intent to exercise this audit right within six (6) months of receipt of Cephalon's final report of Cephalon's Details for a Sales Year. If Abbott has not notified Cephalon within such six (6) month period, Abbott's audit right for such Sales Year shall terminate. Notwithstanding the foregoing, if an audit discloses an overstatement of five percent (5%) or more in the number of Cephalon Details actually performed, then the cost for such audit shall be paid by Cephalon and Abbott's twelve (12) month audit right shall become a quarterly audit right, at Cephalon's expense, for the succeeding three (3) Sales Quarters. Thereafter, Abbott shall have a twelve (12) month audit right in accordance with the first sentence of this paragraph, subject to such right again reverting to a quarterly audit right in accordance with the second sentence of this paragraph. (b) Sales Force Report. In conjunction with the Cephalon Detail report provided to Abbott pursuant to Section 3.7(a)(i), Cephalon shall provide a statement of the number of Cephalon Representatives performing Cephalon Details during such Sales Quarter. (c) Incentive Compensation Plan. (i) Report. Within thirty (30) days after preparation of its incentive compensation plan for the Product and at least once during the first Sales Quarter of each Sales Year of the Collaboration Period, Cephalon shall provide Abbott with a copy of Cephalon's current incentive compensation plan for the Product for the Cephalon Sales Force. Cephalon shall consider any comments to such incentive compensation plan made by Abbott, provided that the design and content of the incentive compensation plan shall be in Cephalon's sole discretion, subject to Section 3.4. In addition, if Cephalon amends its incentive compensation plan for the Product at any time during the Collaboration Period, Cephalon -16-

shall notify Abbott of the proposed amendment at least thirty (30) days prior to its proposed effective date in order to give Abbott a reasonable time for comment prior to Cephalon's implementation of such amendment. (ii) Audit Right. Abbott's designee, provided it is bound by an obligation of confidentiality to Cephalon and is an independent certified public accountant reasonably acceptable to Cephalon, shall have the right to audit, not more than once in any twelve (12) month period and on at least fifteen (15) days advance written notice, at Abbott's expense, Cephalon's relevant books and records relating to Cephalon's incentive compensation plan for the Product for the Cephalon Representatives, as well as Cephalon's incentive compensation plans for other products for which the Cephalon Representatives make sales presentations, if Abbott determines, in its reasonable judgment, such audit is necessary to ensure compliance with the stated requirements of Section 3.4. Such audit shall report to the parties whether Cephalon is in compliance with its obligations under Section 3.4, and if non-compliance is found, it shall report to the parties the particulars of such non-compliance by Cephalon. Except for the foregoing, the independent certified public accountant shall not disclose to Abbott any other particulars of Cephalon's incentive compensation plan for products other than the Product. if the audit reports non-compliance, the cost of the audit shall be paid by Cephalon. (d) Sampling Activities. (i) Quarterly Reports. Cephalon shall supply Abbott with quarterly reports of Cephalon Representatives'

shall notify Abbott of the proposed amendment at least thirty (30) days prior to its proposed effective date in order to give Abbott a reasonable time for comment prior to Cephalon's implementation of such amendment. (ii) Audit Right. Abbott's designee, provided it is bound by an obligation of confidentiality to Cephalon and is an independent certified public accountant reasonably acceptable to Cephalon, shall have the right to audit, not more than once in any twelve (12) month period and on at least fifteen (15) days advance written notice, at Abbott's expense, Cephalon's relevant books and records relating to Cephalon's incentive compensation plan for the Product for the Cephalon Representatives, as well as Cephalon's incentive compensation plans for other products for which the Cephalon Representatives make sales presentations, if Abbott determines, in its reasonable judgment, such audit is necessary to ensure compliance with the stated requirements of Section 3.4. Such audit shall report to the parties whether Cephalon is in compliance with its obligations under Section 3.4, and if non-compliance is found, it shall report to the parties the particulars of such non-compliance by Cephalon. Except for the foregoing, the independent certified public accountant shall not disclose to Abbott any other particulars of Cephalon's incentive compensation plan for products other than the Product. if the audit reports non-compliance, the cost of the audit shall be paid by Cephalon. (d) Sampling Activities. (i) Quarterly Reports. Cephalon shall supply Abbott with quarterly reports of Cephalon Representatives' sampling activity with respect to Product no later than thirty (30) days after the end of each Sales Quarter to which it relates. To the extent required by applicable laws and regulations of the Territory, Cephalon shall also make available to Abbott such original documentation of Cephalon Representatives' sampling activities as Abbott may need to comply with the requirements of such laws and regulations, including, but not limited to, the Sampling Act. Cephalon shall maintain all records required pursuant to the Sampling Act, including, without limitation, maintenance of actual business reply cards and delivery receipts for any Sample Packs delivered to its sales force. (ii) Sampling Act Compliance. Abbott, or its designee, provided such designee is an independent certified public accountant reasonably acceptable to Cephalon and under an obligation of confidentiality to Cephalon, shall have the right to audit, within ninety (90) days of the execution date of this Agreement, and once per Sales Year thereafter on at least fifteen (15) days advance written notice, at Abbott's expense, Cephalon's relevant books and records relating to Cephalon's Sample Pack management and Sample Pack accountability records if Abbott -17-

determines, in its reasonable judgment, that such an audit is necessary to ensure compliance with Section 3.6 and to ensure Cephalon's compliance with the Sampling Act. (e) Format of Reports. The parties shall appoint primary liaison(s) to communicate with each other with regard to information required pursuant to this Article 3 and Sections 4.1(g) and 4.5. Not later than thirty (30) days after the date of this Agreement, the primary liaisons shall agree upon the format of any information to be provided in all reports required pursuant to this Article 3 and Sections 4.1(g) and 4.5, which format and details shall be reasonably acceptable to Abbott. Either party may change its primary liaison(s) upon notice to the other party. 3.8 Collaboration Committee. (a) The Collaboration Committee shall be charged with responsibility for overseeing and managing the collaboration, marketing and further development of the Product in accordance with the terms of this Agreement, including the establishment and approval of an annual Collaboration Plan, Clinical Study Plan and Promotional Budget. The Collaboration Committee shall be comprised of an equal number of representatives from each party representing the sales, marketing and clinical functions of each party, including the personnel identified on Exhibit 3.8 attached hereto. The Collaboration Committee shall be co-chaired by representatives from Abbott and Cephalon throughout the Collaboration Period. The chair shall be responsible for preparing and distributing the agenda to members in advance of each meeting and for the preparation of minutes for each meeting. In addition to the representatives identified on Exhibit 3.8, it is understood that from time to time additional personnel having

determines, in its reasonable judgment, that such an audit is necessary to ensure compliance with Section 3.6 and to ensure Cephalon's compliance with the Sampling Act. (e) Format of Reports. The parties shall appoint primary liaison(s) to communicate with each other with regard to information required pursuant to this Article 3 and Sections 4.1(g) and 4.5. Not later than thirty (30) days after the date of this Agreement, the primary liaisons shall agree upon the format of any information to be provided in all reports required pursuant to this Article 3 and Sections 4.1(g) and 4.5, which format and details shall be reasonably acceptable to Abbott. Either party may change its primary liaison(s) upon notice to the other party. 3.8 Collaboration Committee. (a) The Collaboration Committee shall be charged with responsibility for overseeing and managing the collaboration, marketing and further development of the Product in accordance with the terms of this Agreement, including the establishment and approval of an annual Collaboration Plan, Clinical Study Plan and Promotional Budget. The Collaboration Committee shall be comprised of an equal number of representatives from each party representing the sales, marketing and clinical functions of each party, including the personnel identified on Exhibit 3.8 attached hereto. The Collaboration Committee shall be co-chaired by representatives from Abbott and Cephalon throughout the Collaboration Period. The chair shall be responsible for preparing and distributing the agenda to members in advance of each meeting and for the preparation of minutes for each meeting. In addition to the representatives identified on Exhibit 3.8, it is understood that from time to time additional personnel having specialized experience and training may be requested to assist the Collaboration Committee, including, but not limited to, regulatory, finance, legal, and medical personnel, et. al. Furthermore, upon mutual agreement of the parties, membership on the Collaboration Committee may be expanded or reduced in equal measure from time to time to include additional (or fewer) personnel from each party. The Collaboration Committee shall have the right to establish subcommittees containing any of such members and having such charter(s) as the Collaboration Committee may designate from time to time. The Collaboration Committee shall also have the right to delegate duties to individual designees of each party (i.e., product managers, clinical development managers, et. al.), with the authority to make decisions relevant to their delegated duties, so long as such designees regularly apprise the Collaboration Committee of their activities. The Collaboration Committee shall also have the right to rescind the delegation of any such duties to designees. All matters relating to the responsibilities of the Collaboration Committee (or such duties delegated to designees of the Collaboration Committee) that cannot be resolved shall be referred by any member of the Collaboration Committee to Abbott's Vice President, Pharmaceutical Commercial Operations, and Cephalon's Chief Operating Officer -18-

for resolution. If such dispute cannot be resolved as aforesaid, the matter shall be submitted to alternative dispute resolution in accordance with Section 18.7 hereof. (b) In accordance with their respective promotional obligations under this Agreement, Abbott and Cephalon shall work together to promote the Product in the Territory and shall present their views on the marketing and promotion of the Product by means of the Collaboration Committee. The Collaboration Committee, by itself or through its designees, shall develop strategies for the promotion of the Product and undertake the activities necessary to implement those strategies, which may include coordinating the parties' detailing messages, methodologies, and their physician and trade targeting and call programs, approving the target list of physicians for detailing efforts, and reviewing Promotional Materials. The parties also agree to share freely with each other all market research data pertaining to the Product that currently exists or that may be generated for a party during the Collaboration Period, subject, however, to the receiving party's obligation to treat such data as Confidential Information pursuant to Article 14. (c) The parties agree that Abbott shall have sole discretion with respect to pricing decisions for the Product, but that the only price increases, price decreases, discounts, allowances or rebates offered by Abbott regarding the Product shall be those that are extended by Abbott in good faith and consistent with price increases, price decreases, discounts, allowances or rebates extended by Abbott on other Abbott products in the ordinary course of business. Abbott agrees that it will not sell the Product in a bundle arrangement with other Abbott products without the prior written approval of the Collaboration Committee.

for resolution. If such dispute cannot be resolved as aforesaid, the matter shall be submitted to alternative dispute resolution in accordance with Section 18.7 hereof. (b) In accordance with their respective promotional obligations under this Agreement, Abbott and Cephalon shall work together to promote the Product in the Territory and shall present their views on the marketing and promotion of the Product by means of the Collaboration Committee. The Collaboration Committee, by itself or through its designees, shall develop strategies for the promotion of the Product and undertake the activities necessary to implement those strategies, which may include coordinating the parties' detailing messages, methodologies, and their physician and trade targeting and call programs, approving the target list of physicians for detailing efforts, and reviewing Promotional Materials. The parties also agree to share freely with each other all market research data pertaining to the Product that currently exists or that may be generated for a party during the Collaboration Period, subject, however, to the receiving party's obligation to treat such data as Confidential Information pursuant to Article 14. (c) The parties agree that Abbott shall have sole discretion with respect to pricing decisions for the Product, but that the only price increases, price decreases, discounts, allowances or rebates offered by Abbott regarding the Product shall be those that are extended by Abbott in good faith and consistent with price increases, price decreases, discounts, allowances or rebates extended by Abbott on other Abbott products in the ordinary course of business. Abbott agrees that it will not sell the Product in a bundle arrangement with other Abbott products without the prior written approval of the Collaboration Committee. (d) Both parties acknowledge that the minimum level and specifics of each party's detailing obligations shall be as set forth in Sections 3.1(b) and 4.4(a). (e) The parties shall take all necessary steps to ensure that all activities of the Collaboration Committee are performed in compliance with applicable Federal, state and local laws and regulations of the Territory. (f) Within sixty (60) days after the date of this Agreement, representatives of the parties' Quality Assurance departments shall meet to develop and approve a Quality Manual outlining responsibilities and key contacts for quality and compliance related issues. Items to be included in the Quality Manual include, but are not limited to recalls, annual product reviews, returned goods, regulatory audits, compliance with FDA current Good Manufacturing Practices, compliance with PDMA and such other quality related concerns deemed appropriate. (g) In addition, the Collaboration Committee shall review the pricing of Sample Packs on an annual basis in accordance with Section 3.6(a). -19-

3.9 Replacement of Personnel. Each party shall have the right, at any time, to designate by written notice to the other party a replacement for any of such party's members on the Collaboration Committee, provided that such replacement has a functionally equivalent position (regardless of title) to the person being replaced. 3.10 Meetings. The Collaboration Committee shall meet as necessary, with the initial expectation that it will meet four (4) times each Sales Year, alternating locations of the meetings between Abbott Park, Illinois and West Chester, Pennsylvania, or any other mutually agreed location. The frequency of such meetings may fluctuate in accordance with the desires of the Collaboration Committee, and such meetings may be held by teleconference, if the parties so elect. A minimum of four (4) representatives must be present at each meeting to constitute a quorum (or such other number equal in proportion to the total membership of the Collaboration Committee if such membership is reduced or increased as provided in Section 3.8(a) above). Assuming a quorum, an equal number of representatives from each party must participate in any voting of the Collaboration Committee and a majority of those voting participants must concur in order for a measure to be approved. A member of the Collaboration Committee may, from time to time, designate in writing to the other members a substitute to attend meetings of the Collaboration Committee and, if so designated in writing, to cast votes on behalf of such member. 3.11 Expenses. Each party shall bear all its own costs, including travel costs, for personnel serving on the Collaboration Committee.

3.9 Replacement of Personnel. Each party shall have the right, at any time, to designate by written notice to the other party a replacement for any of such party's members on the Collaboration Committee, provided that such replacement has a functionally equivalent position (regardless of title) to the person being replaced. 3.10 Meetings. The Collaboration Committee shall meet as necessary, with the initial expectation that it will meet four (4) times each Sales Year, alternating locations of the meetings between Abbott Park, Illinois and West Chester, Pennsylvania, or any other mutually agreed location. The frequency of such meetings may fluctuate in accordance with the desires of the Collaboration Committee, and such meetings may be held by teleconference, if the parties so elect. A minimum of four (4) representatives must be present at each meeting to constitute a quorum (or such other number equal in proportion to the total membership of the Collaboration Committee if such membership is reduced or increased as provided in Section 3.8(a) above). Assuming a quorum, an equal number of representatives from each party must participate in any voting of the Collaboration Committee and a majority of those voting participants must concur in order for a measure to be approved. A member of the Collaboration Committee may, from time to time, designate in writing to the other members a substitute to attend meetings of the Collaboration Committee and, if so designated in writing, to cast votes on behalf of such member. 3.11 Expenses. Each party shall bear all its own costs, including travel costs, for personnel serving on the Collaboration Committee. 3.12 Collaboration Plan. (a) In addition to such other responsibilities as may be agreed to by the parties from time to time, the Collaboration Committee shall develop, propose and oversee the implementation of an annual plan for the clinical development, marketing and promotion of the Product (the "Collaboration Plan"), including approval of each party's Promotional Budget for each Sales Year, a sampling program, sales targets, Product positioning, sales and marketing strategies, indications, and thought leader development. (b) The Collaboration Committee shall meet within thirty (30) days after the execution date hereof to develop a Collaboration Plan for the remainder of the first Sales Year. The Collaboration Committee shall finalize the Collaboration Plan for the second Sales Year by October 1, 1999. For each subsequent Sales Year, the Collaboration Plan for the subsequent Sales Year shall be finalized by October 1 of the current Sales Year. The parties agree that the Collaboration Plan for the ninth and tenth Sales Years shall be one and the same Collaboration Plan, which shall be finalized by October 1, 2006. Each Collaboration Plan, including the Promotional Budgets and clinical development expenses of each party, shall be subject to final review and acceptance by the Collaboration Committee, whose approval with regard to allocations set forth in such Promotional Budgets shall not -20-

be unreasonably withheld or delayed; provided, however, that each Collaboration Plan shall provide that neither party shall be required to expend Promotional Expenses exceeding the amounts set forth in Section 3.13, nor clinical development expenses exceeding the amounts set forth in Section 3.14. Any disputes between the parties concerning a Collaboration Plan which cannot be resolved by the Collaboration Committee shall be submitted by any representative of the Collaboration Committee to Abbott's Vice President, Pharmaceutical Commercial Operations, and to Cephalon's Chief Operating Officer for resolution. If such dispute cannot be resolved as aforesaid, the matter shall be submitted to alternative dispute resolution in accordance with Section 18.7 hereof. (c) The Collaboration Plan shall be reviewed by the Collaboration Committee at each quarterly meeting. Any changes to the Collaboration Plan proposed by the parties are subject to the prior approval of the Collaboration Committee. 3.13 Promotional Expenses (a) Per Sales Year. During the Collaboration Period, Cephalon and Abbott agree to share the annual cost of Promotional Expenses for the Product in the Field and to expend the amounts required in the Promotional Budget so that Cephalon is responsible for [* The confidential material contained herein has been omitted and has been

be unreasonably withheld or delayed; provided, however, that each Collaboration Plan shall provide that neither party shall be required to expend Promotional Expenses exceeding the amounts set forth in Section 3.13, nor clinical development expenses exceeding the amounts set forth in Section 3.14. Any disputes between the parties concerning a Collaboration Plan which cannot be resolved by the Collaboration Committee shall be submitted by any representative of the Collaboration Committee to Abbott's Vice President, Pharmaceutical Commercial Operations, and to Cephalon's Chief Operating Officer for resolution. If such dispute cannot be resolved as aforesaid, the matter shall be submitted to alternative dispute resolution in accordance with Section 18.7 hereof. (c) The Collaboration Plan shall be reviewed by the Collaboration Committee at each quarterly meeting. Any changes to the Collaboration Plan proposed by the parties are subject to the prior approval of the Collaboration Committee. 3.13 Promotional Expenses (a) Per Sales Year. During the Collaboration Period, Cephalon and Abbott agree to share the annual cost of Promotional Expenses for the Product in the Field and to expend the amounts required in the Promotional Budget so that Cephalon is responsible for [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] of such expenses and Abbott is responsible for [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] of such expenses in any given Sales Year (except in the first Sales Year where Abbott's share is greater than [* The confidential material contained herein has been omitted and has been separately filed with the Commission.], subject to the requirement that neither party shall be required to expend Promotional Expenses in any given Sales Year in excess of the amounts set forth on the following chart: [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] Notwithstanding the foregoing, if the sales of the Product warrant a change in the amount of Promotional Expenses required from the parties as set forth above, the parties agree to discuss such changes in good faith and to negotiate revisions to this Agreement as they may deem appropriate under the circumstances. Cephalon -21-

agrees that the Cephalon Promotional Launch Date shall occur on or before July 1, 1999. (b) Annual Review -- Prospective. During the last meeting of the Collaboration Committee for a Sales Year, the Collaboration Committee shall review each party's proposed allocation of Promotional Expenses under such party's Promotional Budget for the upcoming Sales Year for purposes of determining if expenses to be charged to the Promotional Budget are the types of expenses allowed to be so charged. For clarification purposes, the types of Promotional Expenses allowed to be charged to the Promotional Budget are set forth in Exhibit 1.22. In the event that the Collaboration Committee decides that expenses are improperly charged against a party's Promotional Budget, the amount of such improperly charged expenses shall be re-allocated to the party's Promotional Budget in a manner acceptable to the Collaboration Committee. (c) Annual Review--Retrospective. During the first meeting of the Collaboration Committee for a new Sales Year, the Collaboration Committee shall review each party's actual allocation of Promotional Expenses under such party's Promotional Budget for the preceding Sales Year for purposes of determining if expenses charged to the Promotional Budget are the types of expenses allowed to be so charged. In the event that the Collaboration Committee decides that such expenses were improperly charged against a party's Promotional Budget, the amount of such improperly charged expenses shall be added to the party's Promotional Budget and share of Promotional Expenses for the new Sales Year in a manner acceptable to the Collaboration Committee. In addition, for any Sales Year, any amount of a party's share of Promotional Expenses set forth in the Promotional Budget that was not expended by such party in such Sales Year shall be added to the amount of Promotional Expenses required to be expended by such party in the subsequent Sales Year, in a manner approved by the Collaboration Committee.

agrees that the Cephalon Promotional Launch Date shall occur on or before July 1, 1999. (b) Annual Review -- Prospective. During the last meeting of the Collaboration Committee for a Sales Year, the Collaboration Committee shall review each party's proposed allocation of Promotional Expenses under such party's Promotional Budget for the upcoming Sales Year for purposes of determining if expenses to be charged to the Promotional Budget are the types of expenses allowed to be so charged. For clarification purposes, the types of Promotional Expenses allowed to be charged to the Promotional Budget are set forth in Exhibit 1.22. In the event that the Collaboration Committee decides that expenses are improperly charged against a party's Promotional Budget, the amount of such improperly charged expenses shall be re-allocated to the party's Promotional Budget in a manner acceptable to the Collaboration Committee. (c) Annual Review--Retrospective. During the first meeting of the Collaboration Committee for a new Sales Year, the Collaboration Committee shall review each party's actual allocation of Promotional Expenses under such party's Promotional Budget for the preceding Sales Year for purposes of determining if expenses charged to the Promotional Budget are the types of expenses allowed to be so charged. In the event that the Collaboration Committee decides that such expenses were improperly charged against a party's Promotional Budget, the amount of such improperly charged expenses shall be added to the party's Promotional Budget and share of Promotional Expenses for the new Sales Year in a manner acceptable to the Collaboration Committee. In addition, for any Sales Year, any amount of a party's share of Promotional Expenses set forth in the Promotional Budget that was not expended by such party in such Sales Year shall be added to the amount of Promotional Expenses required to be expended by such party in the subsequent Sales Year, in a manner approved by the Collaboration Committee. (d) In the event that the Collaboration Committee is undecided as to the proper charges against a party's Promotional Budget, then the matter shall be referred to Abbott's Vice President, Pharmaceutical Commercial Operations, and Cephalon's Chief Operating Officer for resolution. if such dispute cannot be resolved as aforesaid, the matter shall be submitted to alternative dispute resolution in accordance with Section 18.7 hereof. 3.14 Clinical Activities. (a) Clinical Studies. During the [*The confidential material herein has been omitted and has been separately filed with the Commission.] Sales Years, Cephalon and Abbott agree to conduct clinical studies on Product in the Field, as directed by the Collaboration Committee. Abbott agrees to pay a cumulative total amount not to exceed [*The confidential material herein has been omitted and has been separately filed with the Commission.] to conduct such study or studies as may be directed by the Collaboration Committee, which -22-

amount shall include the expense to Abbott of obtaining all regulatory approvals to conduct clinical research activities. Cephalon agrees to pay a cumulative total amount not to exceed [*The confidential material herein has been omitted and has been separately filed with the Commission.] to conduct such study or studies as may be directed by the Collaboration Committee. The parties agree that the Collaboration Committee shall have

amount shall include the expense to Abbott of obtaining all regulatory approvals to conduct clinical research activities. Cephalon agrees to pay a cumulative total amount not to exceed [*The confidential material herein has been omitted and has been separately filed with the Commission.] to conduct such study or studies as may be directed by the Collaboration Committee. The parties agree that the Collaboration Committee shall have discretionary authority to allocate each party's funds to such study or studies as it deems beneficial to the clinical development of the Product. (b) Clinical Study Plan. Within ninety (90) days following the date of this Agreement, the Collaboration Committee shall develop the Clinical Study Plan and related budget, for the conduct of clinical studies relating to the Product, including review and approval of outlines for the studies to be conducted by each party. Thereafter, the Collaboration Committee shall oversee the implementation of such Clinical Study Plan. On an annual basis (or more often as decided by the Collaboration Committee), the Collaboration Committee shall review the current Clinical Study Plan and the progress and results of all clinical studies performed thereunder. The Collaboration Committee shall have the authority to revise the current Clinical Study Plan as and when it deems necessary or desirable. (c) Ownership of Results. The results of all clinical studies conducted hereunder, as well as all reports and underlying data used or generated in connection therewith, as and when such results, reports and data become available to Cephalon, shall be turned over to Abbott and become the property of Abbott, subject to the right of Cephalon to utilize such studies for its promotional efforts hereunder if so directed by the Collaboration Committee. The format of all such results, reports and data shall be in a manner approved in advance by the Collaboration Committee. (d) Future Clinical Studies. If the Collaboration Committee determines that the results of the clinical studies show promise for future development of the Product (i.e., additional indications), the parties agree to discuss in good faith the implementation of additional clinical studies by the parties and the allocation of the costs for such additional studies between the parties. 3.15 Additional Clinical Studies. Upon Abbott's initiation of any Investigational New Drug Application related to any new indication, dosage form or formulation of the Product, the parties shall meet to discuss such Investigational New Drug Application and the projected expenses involved in conducting a program for a Supplemental New Drug Application to the FDA, including required expenditures for new clinical development programs. If Cephalon is interested in pursuing a collaboration for such new indication, dosage form, or formulation, Cephalon shall notify Abbott within thirty (30) days of their meeting and the parties shall thereafter negotiate in good faith during the succeeding three (3) month period a sharing of the clinical development expenditures necessary to file a Supplemental New Drug Application, the allocation of marketing responsibilities, as well as a sharing of the revenues related to the sale of drug under such Supplemental New -23-

Drug Application. The sharing of such expenditures, responsibilities and revenues shall reflect the parties' good faith determination of the extent to which the percentage of the market for the new indication, dosage form or formulation is in the Field. If the parties are unable to agree on such sharing arrangements, the matter shall be referred to Abbott's Vice President, Pharmaceutical Commercial Operations, and Cephalon's Chief Operating Officer for resolution. If such dispute cannot be resolved as aforesaid, the matter shall be submitted to alternative dispute resolution in accordance with Section 18.7 hereof. If Cephalon is not interested in pursuing such a collaboration, or if the parties are unable to agree on the terms of such a collaboration within three (3) months following good faith negotiations and the dispute is not submitted to alternative dispute resolution in accordance with Section 18.7, then Abbott shall have the right to develop and market, either by itself or with other collaboration partners, the new indication, dosage form, or formulation that is the subject of the Supplemental New Drug Application. If Abbott markets such new indication, dosage form, or formulation in the Territory during the Collaboration Period, the parties further agree to examine in good faith an appropriate methodology, if necessary, to distinguish sales of the new indication, dosage form, or formulation from "Net Sales" of the Product so that neither party is prejudiced hereunder by the sale of such new indication, dosage form, or formulation in the Territory.

Drug Application. The sharing of such expenditures, responsibilities and revenues shall reflect the parties' good faith determination of the extent to which the percentage of the market for the new indication, dosage form or formulation is in the Field. If the parties are unable to agree on such sharing arrangements, the matter shall be referred to Abbott's Vice President, Pharmaceutical Commercial Operations, and Cephalon's Chief Operating Officer for resolution. If such dispute cannot be resolved as aforesaid, the matter shall be submitted to alternative dispute resolution in accordance with Section 18.7 hereof. If Cephalon is not interested in pursuing such a collaboration, or if the parties are unable to agree on the terms of such a collaboration within three (3) months following good faith negotiations and the dispute is not submitted to alternative dispute resolution in accordance with Section 18.7, then Abbott shall have the right to develop and market, either by itself or with other collaboration partners, the new indication, dosage form, or formulation that is the subject of the Supplemental New Drug Application. If Abbott markets such new indication, dosage form, or formulation in the Territory during the Collaboration Period, the parties further agree to examine in good faith an appropriate methodology, if necessary, to distinguish sales of the new indication, dosage form, or formulation from "Net Sales" of the Product so that neither party is prejudiced hereunder by the sale of such new indication, dosage form, or formulation in the Territory. ARTICLE 4- ABBOTT'S RESPONSIBILITIES 4.1 Compensation. (a) Commission. In consideration of Cephalon's performance hereunder, Abbott shall pay Cephalon a commission on Annual Net Sales (exclusive of return reserves) in accordance with this Article 4. [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] -24-

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] (b) Payment. Abbott shall pay the commission due Cephalon on the total Annual Net Sales generated through the end of each Sales Quarter within forty-five (45) days after the end of each such Sales Quarter (except for the first and tenth Sales Years, in which case the commission shall be payable within forty-five (45) days after the end of the applicable Sales Year), provided Abbott has received Cephalon's Detail reports required under Section 3.7 (a)(i). Abbott shall make such payment in U.S. Dollars by wire transfer to such bank and account number as Cephalon may identify to Abbott from time to time. Payment of the commission shall be as follows: [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] -25-

[*The confidential material herein has been omitted and has been separately filed with the Commission.] -26-

[*The confidential material herein has been omitted and has been separately filed with the Commission.] -27-

[*The confidential material herein has been omitted and has been separately filed with the Commission.] -28-

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] (b) Payment. Abbott shall pay the commission due Cephalon on the total Annual Net Sales generated through the end of each Sales Quarter within forty-five (45) days after the end of each such Sales Quarter (except for the first and tenth Sales Years, in which case the commission shall be payable within forty-five (45) days after the end of the applicable Sales Year), provided Abbott has received Cephalon's Detail reports required under Section 3.7 (a)(i). Abbott shall make such payment in U.S. Dollars by wire transfer to such bank and account number as Cephalon may identify to Abbott from time to time. Payment of the commission shall be as follows: [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] -25-

[*The confidential material herein has been omitted and has been separately filed with the Commission.] -26-

[*The confidential material herein has been omitted and has been separately filed with the Commission.] -27-

[*The confidential material herein has been omitted and has been separately filed with the Commission.] -28-

[*The confidential material herein has been omitted and has been separately filed with the Commission.] (d) Credit. (i) General. In the event an adjustment to the commission due Cephalon pursuant to Section 4.1(c) is required, then Abbott shall take a credit against the payment due Cephalon for the Sales Year in which Cephalon failed to achieve the Primary and Secondary Detail requirements set forth in Section 3.1(b). if any credit is due Abbott due to the application of Section 4.1(c), then: (A) Abbott shall notify Cephalon of the reduced compensation payment and the method of calculation used to determine such amount; and (B) Abbott shall subtract from the commission installment otherwise due for the fourth Sales Quarter, the amount of the credit due Abbott so that the sum total of all commission installments paid for the applicable Sales Year equals the amount due Cephalon under Section 4.1(c) above. (ii) Detail Variance. In the event Cephalon performs all of the required Detail Variance during the first Sales Quarter of a Sales Year in accordance with Section 3.2(b) hereof, such Detail Variance shall be added to the number of Cephalon Details performed for the previous Sales Year and the commission that would have been due Cephalon for performing all of the required Cephalon Details shall be paid to Cephalon in accordance with Section 3.2(b). (e) Residual Payments. Subject to the provisions of Section 11.6, in consideration of Cephalon's efforts in developing Product goodwill, Abbott shall pay the following commissions to Cephalon during each Residual Period following the expiration or termination of the Collaboration Period. The commission payments due for the Residual Periods shall be made within forty-five (45) days following the end of each Residual Period:

[*The confidential material herein has been omitted and has been separately filed with the Commission.] -26-

[*The confidential material herein has been omitted and has been separately filed with the Commission.] -27-

[*The confidential material herein has been omitted and has been separately filed with the Commission.] -28-

[*The confidential material herein has been omitted and has been separately filed with the Commission.] (d) Credit. (i) General. In the event an adjustment to the commission due Cephalon pursuant to Section 4.1(c) is required, then Abbott shall take a credit against the payment due Cephalon for the Sales Year in which Cephalon failed to achieve the Primary and Secondary Detail requirements set forth in Section 3.1(b). if any credit is due Abbott due to the application of Section 4.1(c), then: (A) Abbott shall notify Cephalon of the reduced compensation payment and the method of calculation used to determine such amount; and (B) Abbott shall subtract from the commission installment otherwise due for the fourth Sales Quarter, the amount of the credit due Abbott so that the sum total of all commission installments paid for the applicable Sales Year equals the amount due Cephalon under Section 4.1(c) above. (ii) Detail Variance. In the event Cephalon performs all of the required Detail Variance during the first Sales Quarter of a Sales Year in accordance with Section 3.2(b) hereof, such Detail Variance shall be added to the number of Cephalon Details performed for the previous Sales Year and the commission that would have been due Cephalon for performing all of the required Cephalon Details shall be paid to Cephalon in accordance with Section 3.2(b). (e) Residual Payments. Subject to the provisions of Section 11.6, in consideration of Cephalon's efforts in developing Product goodwill, Abbott shall pay the following commissions to Cephalon during each Residual Period following the expiration or termination of the Collaboration Period. The commission payments due for the Residual Periods shall be made within forty-five (45) days following the end of each Residual Period: [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] -29-

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] (f) Recalculation of Net Sales. For up to two (2) years following the date of each Sales Year commission payment, Abbott may recalculate the commission due for such Sales Year as a result of any other adjustments due to Net Sales for such Sales Year of which Abbott becomes aware or for which Abbott becomes entitled. if, as a result of such recalculation, (i) Abbott has overpaid commission to Cephalon relating to such Sales Year, Abbott shall credit such amount against Cephalon's next due commission payment; or

[*The confidential material herein has been omitted and has been separately filed with the Commission.] -27-

[*The confidential material herein has been omitted and has been separately filed with the Commission.] -28-

[*The confidential material herein has been omitted and has been separately filed with the Commission.] (d) Credit. (i) General. In the event an adjustment to the commission due Cephalon pursuant to Section 4.1(c) is required, then Abbott shall take a credit against the payment due Cephalon for the Sales Year in which Cephalon failed to achieve the Primary and Secondary Detail requirements set forth in Section 3.1(b). if any credit is due Abbott due to the application of Section 4.1(c), then: (A) Abbott shall notify Cephalon of the reduced compensation payment and the method of calculation used to determine such amount; and (B) Abbott shall subtract from the commission installment otherwise due for the fourth Sales Quarter, the amount of the credit due Abbott so that the sum total of all commission installments paid for the applicable Sales Year equals the amount due Cephalon under Section 4.1(c) above. (ii) Detail Variance. In the event Cephalon performs all of the required Detail Variance during the first Sales Quarter of a Sales Year in accordance with Section 3.2(b) hereof, such Detail Variance shall be added to the number of Cephalon Details performed for the previous Sales Year and the commission that would have been due Cephalon for performing all of the required Cephalon Details shall be paid to Cephalon in accordance with Section 3.2(b). (e) Residual Payments. Subject to the provisions of Section 11.6, in consideration of Cephalon's efforts in developing Product goodwill, Abbott shall pay the following commissions to Cephalon during each Residual Period following the expiration or termination of the Collaboration Period. The commission payments due for the Residual Periods shall be made within forty-five (45) days following the end of each Residual Period: [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] -29-

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] (f) Recalculation of Net Sales. For up to two (2) years following the date of each Sales Year commission payment, Abbott may recalculate the commission due for such Sales Year as a result of any other adjustments due to Net Sales for such Sales Year of which Abbott becomes aware or for which Abbott becomes entitled. if, as a result of such recalculation, (i) Abbott has overpaid commission to Cephalon relating to such Sales Year, Abbott shall credit such amount against Cephalon's next due commission payment; or (ii) Abbott has underpaid commission to Cephalon relating to such Sales Year, Abbott shall pay such amount to Cephalon with its next due commission payment. (g) Net Sales Report and Audit.

[*The confidential material herein has been omitted and has been separately filed with the Commission.] -28-

[*The confidential material herein has been omitted and has been separately filed with the Commission.] (d) Credit. (i) General. In the event an adjustment to the commission due Cephalon pursuant to Section 4.1(c) is required, then Abbott shall take a credit against the payment due Cephalon for the Sales Year in which Cephalon failed to achieve the Primary and Secondary Detail requirements set forth in Section 3.1(b). if any credit is due Abbott due to the application of Section 4.1(c), then: (A) Abbott shall notify Cephalon of the reduced compensation payment and the method of calculation used to determine such amount; and (B) Abbott shall subtract from the commission installment otherwise due for the fourth Sales Quarter, the amount of the credit due Abbott so that the sum total of all commission installments paid for the applicable Sales Year equals the amount due Cephalon under Section 4.1(c) above. (ii) Detail Variance. In the event Cephalon performs all of the required Detail Variance during the first Sales Quarter of a Sales Year in accordance with Section 3.2(b) hereof, such Detail Variance shall be added to the number of Cephalon Details performed for the previous Sales Year and the commission that would have been due Cephalon for performing all of the required Cephalon Details shall be paid to Cephalon in accordance with Section 3.2(b). (e) Residual Payments. Subject to the provisions of Section 11.6, in consideration of Cephalon's efforts in developing Product goodwill, Abbott shall pay the following commissions to Cephalon during each Residual Period following the expiration or termination of the Collaboration Period. The commission payments due for the Residual Periods shall be made within forty-five (45) days following the end of each Residual Period: [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] -29-

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] (f) Recalculation of Net Sales. For up to two (2) years following the date of each Sales Year commission payment, Abbott may recalculate the commission due for such Sales Year as a result of any other adjustments due to Net Sales for such Sales Year of which Abbott becomes aware or for which Abbott becomes entitled. if, as a result of such recalculation, (i) Abbott has overpaid commission to Cephalon relating to such Sales Year, Abbott shall credit such amount against Cephalon's next due commission payment; or (ii) Abbott has underpaid commission to Cephalon relating to such Sales Year, Abbott shall pay such amount to Cephalon with its next due commission payment. (g) Net Sales Report and Audit. (i) Net Sales Report. On a quarterly basis, Abbott shall provide Cephalon with a report showing: (A) gross sales of the Product in the Territory for use in the Territory and the supporting calculation of sales of Gabitril(R) outside the Field, so long as the data is available from IMS within the stated time period, and if not, as soon as reasonably practicable thereafter; (B) a calculation demonstrating the adjustments to gross sales in order to arrive

[*The confidential material herein has been omitted and has been separately filed with the Commission.] (d) Credit. (i) General. In the event an adjustment to the commission due Cephalon pursuant to Section 4.1(c) is required, then Abbott shall take a credit against the payment due Cephalon for the Sales Year in which Cephalon failed to achieve the Primary and Secondary Detail requirements set forth in Section 3.1(b). if any credit is due Abbott due to the application of Section 4.1(c), then: (A) Abbott shall notify Cephalon of the reduced compensation payment and the method of calculation used to determine such amount; and (B) Abbott shall subtract from the commission installment otherwise due for the fourth Sales Quarter, the amount of the credit due Abbott so that the sum total of all commission installments paid for the applicable Sales Year equals the amount due Cephalon under Section 4.1(c) above. (ii) Detail Variance. In the event Cephalon performs all of the required Detail Variance during the first Sales Quarter of a Sales Year in accordance with Section 3.2(b) hereof, such Detail Variance shall be added to the number of Cephalon Details performed for the previous Sales Year and the commission that would have been due Cephalon for performing all of the required Cephalon Details shall be paid to Cephalon in accordance with Section 3.2(b). (e) Residual Payments. Subject to the provisions of Section 11.6, in consideration of Cephalon's efforts in developing Product goodwill, Abbott shall pay the following commissions to Cephalon during each Residual Period following the expiration or termination of the Collaboration Period. The commission payments due for the Residual Periods shall be made within forty-five (45) days following the end of each Residual Period: [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] -29-

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] (f) Recalculation of Net Sales. For up to two (2) years following the date of each Sales Year commission payment, Abbott may recalculate the commission due for such Sales Year as a result of any other adjustments due to Net Sales for such Sales Year of which Abbott becomes aware or for which Abbott becomes entitled. if, as a result of such recalculation, (i) Abbott has overpaid commission to Cephalon relating to such Sales Year, Abbott shall credit such amount against Cephalon's next due commission payment; or (ii) Abbott has underpaid commission to Cephalon relating to such Sales Year, Abbott shall pay such amount to Cephalon with its next due commission payment. (g) Net Sales Report and Audit. (i) Net Sales Report. On a quarterly basis, Abbott shall provide Cephalon with a report showing: (A) gross sales of the Product in the Territory for use in the Territory and the supporting calculation of sales of Gabitril(R) outside the Field, so long as the data is available from IMS within the stated time period, and if not, as soon as reasonably practicable thereafter; (B) a calculation demonstrating the adjustments to gross sales in order to arrive at Quarterly Net Sales or Annual Net Sales, as applicable; (C) Quarterly Net Sales and, if applicable, Annual Net Sales of the Product; and (D) the calculation of the commission payable, including any adjustments to the commission payable. Abbott shall deliver such report to Cephalon within forty-five (45) days of the end of each Sales Quarter.

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] (f) Recalculation of Net Sales. For up to two (2) years following the date of each Sales Year commission payment, Abbott may recalculate the commission due for such Sales Year as a result of any other adjustments due to Net Sales for such Sales Year of which Abbott becomes aware or for which Abbott becomes entitled. if, as a result of such recalculation, (i) Abbott has overpaid commission to Cephalon relating to such Sales Year, Abbott shall credit such amount against Cephalon's next due commission payment; or (ii) Abbott has underpaid commission to Cephalon relating to such Sales Year, Abbott shall pay such amount to Cephalon with its next due commission payment. (g) Net Sales Report and Audit. (i) Net Sales Report. On a quarterly basis, Abbott shall provide Cephalon with a report showing: (A) gross sales of the Product in the Territory for use in the Territory and the supporting calculation of sales of Gabitril(R) outside the Field, so long as the data is available from IMS within the stated time period, and if not, as soon as reasonably practicable thereafter; (B) a calculation demonstrating the adjustments to gross sales in order to arrive at Quarterly Net Sales or Annual Net Sales, as applicable; (C) Quarterly Net Sales and, if applicable, Annual Net Sales of the Product; and (D) the calculation of the commission payable, including any adjustments to the commission payable. Abbott shall deliver such report to Cephalon within forty-five (45) days of the end of each Sales Quarter. (ii) Audit of Net Sales Report. If Cephalon, in its reasonable judgment, determines that an audit of Abbott's relevant books and records is necessary to verify the information supplied by Abbott pursuant to Section 4. 1(g) (i), then Cephalon's designee, under duty of confidentiality to Abbott and Cephalon, and provided such designee is an independent certified -30-

public accountant reasonably acceptable to Abbott, shall have the right, on fifteen (15) days' advance written notice, at Cephalon's expense, to perform an audit of the relevant books and records of Abbott not more than once in any twelve (12) month period to verify the information supplied by Abbott pursuant to Section 4.l(g)(i); provided however, Cephalon must notify Abbott of its intent to exercise this audit right within six (6) months of receipt of Abbott's Annual Net Sales report. If Cephalon has not notified Abbott within such six (6) month period, Cephalon's audit right for such Sales Year shall terminate. Notwithstanding the foregoing, if an audit reveals that there has been a variance of two percent (2%) or more in the determination of the applicable Annual Net Sales, then the cost for such audit shall be paid by Abbott, and Cephalon's designee, under duty of confidentiality to Abbott and Cephalon, and provided such designee is an independent certified public accountant reasonably acceptable to Abbott, shall have the right, on at least fifteen (15) days' advance written notice, to audit Abbott's relevant books and records, as set forth above, at Abbott's expense, for each of the succeeding three (3) Sales Quarters. Thereafter, Cephalon shall have a twelve (12) month audit right in accordance with the first sentence of this paragraph, subject to such right again reverting to a quarterly audit right in accordance with the third sentence of this paragraph. In addition, Cephalon shall be entitled to one additional right of audit, at Cephalon's expense, as set forth in this Section 4. 1(g)(ii) for each occasion of Abbott's recalculation of the commission payable for any Sales Year pursuant to Section 4.1(f). Cephalon must notify Abbott of its intent to exercise such additional right within sixty (60) days of Abbott's notice to Cephalon of payment due. 4.2 Identification of Cephalon on Promotional Materials. For the Collaboration Period and subject to the provisions of Section 3.5(a), and except for currently existing Promotional Materials provided by Abbott to Cephalon, the Cephalon and Abbott company identifications (or names) and/or logos, as set forth in Exhibit 4.2 attached hereto, shall be jointly presented in equal size and prominence on advertising directed to the physicians and on Promotional Materials directed to the physicians, unless such joint presentation is prohibited by law in the Territory. Cephalon hereby grants to Abbott, without additional consideration, such non-exclusive rights with

public accountant reasonably acceptable to Abbott, shall have the right, on fifteen (15) days' advance written notice, at Cephalon's expense, to perform an audit of the relevant books and records of Abbott not more than once in any twelve (12) month period to verify the information supplied by Abbott pursuant to Section 4.l(g)(i); provided however, Cephalon must notify Abbott of its intent to exercise this audit right within six (6) months of receipt of Abbott's Annual Net Sales report. If Cephalon has not notified Abbott within such six (6) month period, Cephalon's audit right for such Sales Year shall terminate. Notwithstanding the foregoing, if an audit reveals that there has been a variance of two percent (2%) or more in the determination of the applicable Annual Net Sales, then the cost for such audit shall be paid by Abbott, and Cephalon's designee, under duty of confidentiality to Abbott and Cephalon, and provided such designee is an independent certified public accountant reasonably acceptable to Abbott, shall have the right, on at least fifteen (15) days' advance written notice, to audit Abbott's relevant books and records, as set forth above, at Abbott's expense, for each of the succeeding three (3) Sales Quarters. Thereafter, Cephalon shall have a twelve (12) month audit right in accordance with the first sentence of this paragraph, subject to such right again reverting to a quarterly audit right in accordance with the third sentence of this paragraph. In addition, Cephalon shall be entitled to one additional right of audit, at Cephalon's expense, as set forth in this Section 4. 1(g)(ii) for each occasion of Abbott's recalculation of the commission payable for any Sales Year pursuant to Section 4.1(f). Cephalon must notify Abbott of its intent to exercise such additional right within sixty (60) days of Abbott's notice to Cephalon of payment due. 4.2 Identification of Cephalon on Promotional Materials. For the Collaboration Period and subject to the provisions of Section 3.5(a), and except for currently existing Promotional Materials provided by Abbott to Cephalon, the Cephalon and Abbott company identifications (or names) and/or logos, as set forth in Exhibit 4.2 attached hereto, shall be jointly presented in equal size and prominence on advertising directed to the physicians and on Promotional Materials directed to the physicians, unless such joint presentation is prohibited by law in the Territory. Cephalon hereby grants to Abbott, without additional consideration, such non-exclusive rights with respect to Cephalon's company identifications (or names) and/or logos as Abbott may require solely for the purposes of developing, producing and distributing the Promotional Materials for the Product and advertisements for the Product during the Term and in accordance with the terms of this Agreement. Abbott hereby grants to Cephalon, without additional consideration, such non-exclusive rights with respect to Abbott's company identifications (or names), the Trademarks and/or logos as Cephalon may require solely for the purposes of developing, producing and distributing the Promotional Materials for the Product and advertisements for the Product during the Term and in accordance with the terms of this Agreement. Cephalon shall use only cameraready and/or computer accessible illustrations of the Abbott logo and the Trademarks provided by Abbott. -31-

4.3 Product Supply and Pricing. Cephalon acknowledges that Abbott shall have the sole responsibility for the manufacture, distribution, supply, shipping, warehousing, invoicing, billing and for collection of receivables resulting from Product sales, at Abbott's cost and expense. At all times during the Collaboration Period, Abbott shall undertake all Reasonable Commercial Efforts to make available and sell sufficient quantities of the Product to meet the requirements of its customers, taking into account the actual demand for the Product and the marketing strategy for the Product. Cephalon recognizes and accepts that the final decision for the allocation of Product in the event of a shortage rests with Abbott. Abbott may take into consideration the global market Abbott is obligated to supply in determining such allocation. In accordance with Section 3.8(c), Cephalon recognizes and accepts that the final decision for the pricing of Product rests with Abbott. 4.4 Other Abbott Responsibilities. (a) Detailing Effort. During the first Sales Year, Abbott shall perform such number of Reminder Details so that the total number of Reminder Details performed by Abbott in calendar year 1999 is equal to [*The confidential material herein has been omitted and has been separately filed with the Commission.] During the second through ninth Sales Years, Abbott shall perform [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] Reminder Details per Sales Year. During the tenth Sales Year, Abbott shall perform [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] Reminder Details. All of the Abbott Details shall be Reminder Details. In the event Abbott fails to perform the required number of Abbott Details in a given Sales Year by a variance of minus ten percent (10%) or less, then Abbott shall be entitled to make up such variance by performing all of the variance in the first

4.3 Product Supply and Pricing. Cephalon acknowledges that Abbott shall have the sole responsibility for the manufacture, distribution, supply, shipping, warehousing, invoicing, billing and for collection of receivables resulting from Product sales, at Abbott's cost and expense. At all times during the Collaboration Period, Abbott shall undertake all Reasonable Commercial Efforts to make available and sell sufficient quantities of the Product to meet the requirements of its customers, taking into account the actual demand for the Product and the marketing strategy for the Product. Cephalon recognizes and accepts that the final decision for the allocation of Product in the event of a shortage rests with Abbott. Abbott may take into consideration the global market Abbott is obligated to supply in determining such allocation. In accordance with Section 3.8(c), Cephalon recognizes and accepts that the final decision for the pricing of Product rests with Abbott. 4.4 Other Abbott Responsibilities. (a) Detailing Effort. During the first Sales Year, Abbott shall perform such number of Reminder Details so that the total number of Reminder Details performed by Abbott in calendar year 1999 is equal to [*The confidential material herein has been omitted and has been separately filed with the Commission.] During the second through ninth Sales Years, Abbott shall perform [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] Reminder Details per Sales Year. During the tenth Sales Year, Abbott shall perform [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] Reminder Details. All of the Abbott Details shall be Reminder Details. In the event Abbott fails to perform the required number of Abbott Details in a given Sales Year by a variance of minus ten percent (10%) or less, then Abbott shall be entitled to make up such variance by performing all of the variance in the first Sales Quarter of the subsequent Sales Year, in addition to the Abbott Details that Abbott is required to perform in that Sales Quarter. Abbott may hire contract representatives to perform Abbott Details required of Abbott Representatives hereunder with the prior written consent of the Collaboration Committee, which consent shall not be unreasonably withheld. (b) Sample Packs. Abbott shall provide the Abbott Representatives with Sample Packs in accordance with the promotional program approved by the Collaboration Committee. Abbott shall be entitled to include as a Promotional Expense, its cost of manufacturing and packaging the Sample Packs for the Abbott Representatives. Abbott shall cause the Abbott Representatives to distribute Sample Packs in connection with the Abbott Detailing of the Product and in strict accordance with the PhRMA Code and all applicable Federal, state and local laws and regulations of the Territory, including, but not limited to, the Sampling Act. Abbott shall maintain all records required pursuant to the Sampling Act, including, without limitation, maintenance of actual business reply cards and delivery receipts for any Sample Packs delivered to its sales force. Abbott shall have the sole responsibility for storing and distributing Sample Packs purchased for Abbott Representatives. -32-

(c) Customer Relationships. Abbott shall have sole responsibility for all managed care account responsibilities and shall use Reasonable Commercial Efforts with respect to contracting with and managing the trade relationships with managed care, retail pharmacy and wholesaler organizations, including GPOs, HMOs, PPOs, PBMs, Federal accounts and long-term care, and will use Reasonable Commercial Efforts to manage these relationships to maximize the commercial potential of the Product. These responsibilities shall include, without limitation, disseminating adequate notification of price changes, assuring adequate pharmacy and wholesaler stocking, disseminating any Product recall or withdrawal announcements and other material Product announcements. Abbott agrees to use its reasonable efforts to keep Cephalon apprised of significant developments with its managed care, retail pharmacy and wholesaler business that concern the Product. 4.5 Abbott Reports and Cephalon Audit Rights. (a) Internal Abbott Report and Cephalon Audit Right. (i) Abbott Report. Not later than sixty (60) days after the end of each Sales Year of the Collaboration Period, Abbott shall supply Cephalon with a report containing the actual number of Abbott Details performed during such Sales Year, along with a breakdown of the Abbott sales territories where such Abbott Details were performed, types of physicians to whom Abbott Details were made, and Product indications emphasized.

(c) Customer Relationships. Abbott shall have sole responsibility for all managed care account responsibilities and shall use Reasonable Commercial Efforts with respect to contracting with and managing the trade relationships with managed care, retail pharmacy and wholesaler organizations, including GPOs, HMOs, PPOs, PBMs, Federal accounts and long-term care, and will use Reasonable Commercial Efforts to manage these relationships to maximize the commercial potential of the Product. These responsibilities shall include, without limitation, disseminating adequate notification of price changes, assuring adequate pharmacy and wholesaler stocking, disseminating any Product recall or withdrawal announcements and other material Product announcements. Abbott agrees to use its reasonable efforts to keep Cephalon apprised of significant developments with its managed care, retail pharmacy and wholesaler business that concern the Product. 4.5 Abbott Reports and Cephalon Audit Rights. (a) Internal Abbott Report and Cephalon Audit Right. (i) Abbott Report. Not later than sixty (60) days after the end of each Sales Year of the Collaboration Period, Abbott shall supply Cephalon with a report containing the actual number of Abbott Details performed during such Sales Year, along with a breakdown of the Abbott sales territories where such Abbott Details were performed, types of physicians to whom Abbott Details were made, and Product indications emphasized. (ii) Audit Right. If Cephalon determines, in its reasonable judgment, that an audit is necessary to determine Abbott's compliance with the stated requirements of Section 4.5(a)(i), then Cephalon or its designee, provided such designee is an independent certified public accountant reasonably acceptable to Abbott and under a duty of confidentiality to Abbott, shall have a right to perform, at Cephalon's expense, not more than once in any twelve (12) month period and on at least fifteen (15) days advance written notice, an audit of Abbott's relevant books and records to determine Abbott's compliance with Section 4.5(a)(i); provided, however, Cephalon must notify Abbott of its intent to exercise this audit right within six (6) months of receipt of Abbott's final report of Abbott Details for a Sales Year. If Cephalon has not notified Abbott within such six (6) month period, Abbott's audit right for such Sales Year shall terminate. Notwithstanding the foregoing, if an audit discloses a variance of five percent (5%) or more in the number of Reminder Details actually performed by Abbott Representatives, then the cost for such audit shall be paid by Abbott and Cephalon's twelve (12) month audit right shall become a quarterly audit right, at Abbott's expense, for the succeeding three (3) Sales Quarters. Thereafter, Cephalon shall have a twelve (12) month audit right in accordance with the first sentence of this paragraph, subject to -33-

such right again reverting to a quarterly audit right in accordance with the second sentence of this paragraph. (b) Sales Data for Purposes of Calculation of Cephalon Representative Incentive Compensation. For each Sales Year of the Collaboration Period, in order to aid Cephalon in accurately crediting Cephalon Representatives for volume of sales generated, Abbott shall provide to Cephalon, within thirty (30) days after the last day of each Sales Quarter, Abbott internal sales data and such sales data concerning the Product as Abbott obtains from third parties to the extent Abbott's agreements with the suppliers of such data permit Abbott to do so. if Abbott cannot supply all sales data needed by Cephalon to calculate properly the Cephalon Representative incentive compensation on a Cephalon Representative sales territory basis, Cephalon shall approach Drug Distribution Data or another third party external audit source which both Abbott and Cephalon deem to be reliable, in order to obtain such information on a Cephalon Representative sales territory basis. ARTICLE 5- ADVERSE EVENTS, RECALLS AND OTHER REGULATORY MATTERS 5.1 Adverse Reaction Reporting. Cephalon shall keep Abbott informed of information in or coming into its possession or control concerning side effects, injury, toxicity or sensitivity reaction and incidents of severity thereof associated with commercial and clinical uses, studies, investigations or tests of the Product (in humans), within or outside the Territory, whether or not determined to be attributable to the Product. During the term of this Agreement, Cephalon shall notify the Abbott Medical Affairs Department within twenty-four (24) hours, by facsimile or telephone only, and after a responsible employee of Cephalon first becomes aware of any adverse drug experience involving the Product.

such right again reverting to a quarterly audit right in accordance with the second sentence of this paragraph. (b) Sales Data for Purposes of Calculation of Cephalon Representative Incentive Compensation. For each Sales Year of the Collaboration Period, in order to aid Cephalon in accurately crediting Cephalon Representatives for volume of sales generated, Abbott shall provide to Cephalon, within thirty (30) days after the last day of each Sales Quarter, Abbott internal sales data and such sales data concerning the Product as Abbott obtains from third parties to the extent Abbott's agreements with the suppliers of such data permit Abbott to do so. if Abbott cannot supply all sales data needed by Cephalon to calculate properly the Cephalon Representative incentive compensation on a Cephalon Representative sales territory basis, Cephalon shall approach Drug Distribution Data or another third party external audit source which both Abbott and Cephalon deem to be reliable, in order to obtain such information on a Cephalon Representative sales territory basis. ARTICLE 5- ADVERSE EVENTS, RECALLS AND OTHER REGULATORY MATTERS 5.1 Adverse Reaction Reporting. Cephalon shall keep Abbott informed of information in or coming into its possession or control concerning side effects, injury, toxicity or sensitivity reaction and incidents of severity thereof associated with commercial and clinical uses, studies, investigations or tests of the Product (in humans), within or outside the Territory, whether or not determined to be attributable to the Product. During the term of this Agreement, Cephalon shall notify the Abbott Medical Affairs Department within twenty-four (24) hours, by facsimile or telephone only, and after a responsible employee of Cephalon first becomes aware of any adverse drug experience involving the Product. 5.2 Product Information Requests. Information concerning any complaints, inquiries and/or drug information requests from consumers, physicians, or other third parties regarding the Product shall be forwarded to the Abbott Medical Affairs Department within twenty-four (24) hours of Cephalon's receipt of the information and/or inquiry. The Abbott Medical Affairs Department shall respond to such complaints and inquiries, if necessary, in accordance with its usual and customary procedures. Abbott shall supply Cephalon, for Cephalon's information purposes only, with copies of its standard response information for the Product as well as any updates thereto. 5.3 Governmental Reports. Abbott shall be responsible for filing with the FDA any adverse reaction reports that it receives directly from third parties and any adverse reaction reports that it receives from Cephalon. 5.4 Product Recall. In the event that either party determines that an event, incident or circumstance has occurred which may result in the need for a recall or other removal of any Product, or any lot or lots thereof, from the market, such party shall promptly advise the other and the parties shall consult with respect thereto. Abbott shall have the sole -34-

authority to decide whether a recall or other removal of such Product shall be made. Except as provided below, if Abbott recalls or otherwise removes such Product or any lot or lots thereof from the market, Abbott shall bear all costs and expenses of such recall or removal, including, without limitation, expenses and other costs or obligations to third parties, the cost and expense of notifying customers and the costs and expenses associated with shipment of the recalled Product and the cost and expense of destroying the Product removed from the market, if necessary. Any such recall or removal costs, expenses or obligations shall be borne by Cephalon only to the extent that the recall or removal results from Cephalon's: (i) improper distribution, storage, or shipment of Sample Packs; (ii) improper sampling practices or mishandling of Sample Packs; (iii) co-promotion of the Product in a manner inconsistent with the Product's labeling or other Promotional Materials provided by Abbott; or (iv) violation of this Agreement. In the event of a recall, the parties shall promptly meet and discuss in good faith whether the parties' obligations

authority to decide whether a recall or other removal of such Product shall be made. Except as provided below, if Abbott recalls or otherwise removes such Product or any lot or lots thereof from the market, Abbott shall bear all costs and expenses of such recall or removal, including, without limitation, expenses and other costs or obligations to third parties, the cost and expense of notifying customers and the costs and expenses associated with shipment of the recalled Product and the cost and expense of destroying the Product removed from the market, if necessary. Any such recall or removal costs, expenses or obligations shall be borne by Cephalon only to the extent that the recall or removal results from Cephalon's: (i) improper distribution, storage, or shipment of Sample Packs; (ii) improper sampling practices or mishandling of Sample Packs; (iii) co-promotion of the Product in a manner inconsistent with the Product's labeling or other Promotional Materials provided by Abbott; or (iv) violation of this Agreement. In the event of a recall, the parties shall promptly meet and discuss in good faith whether the parties' obligations under this Agreement should be ended or reduced. 5.5 Procedures. Within thirty (30) days after the date of this Agreement, representatives from the drug surveillance and medical information departments of each party shall meet to establish procedures to accomplish the obligations set forth in this Article 5. 5.6 Governmental Contact Reporting. Each party shall notify the other within twenty four (24) hours in writing upon being contacted by the FDA or any other Federal, state, or local governmental agency for any regulatory purpose pertaining to this Agreement or to the Product, including any audit regarding safety or surveillance. Cephalon shall not respond to the FDA or such governmental agency before consulting with Abbott's Vice President, Corporate Quality Assurance and Regulatory Affairs and Abbott's Medical Services Director, unless, under the circumstances pursuant to which FDA or such other Federal, state, or local governmental agency contacts Cephalon, it is not practical or lawful for Cephalon to give Abbott advance notice, in which event Cephalon shall inform Abbott of such contact as soon as practical and lawful. Abbott shall provide Cephalon with prompt written notice of any inquiries from, or positions taken by, the FDA or any other Federal, state, or local governmental agencies which may affect the co-promotion, sale or distribution of the Product. In addition, Abbott shall keep Cephalon advised with respect to information concerning the safety or efficacy of the Products. Abbott shall supply detailed information regarding such safety, efficacy, and medical information issues, and shall provide copies of safety reports as and when filed with the FDA. 5.7 Clinical Trial Adverse Events, if clinical trials are to be conducted by Cephalon, all adverse events shall be reported to Abbott and all adverse event reporting shall be the -35-

responsibility of the Abbott Medical Affairs Department. The terms of adverse event collection and processing must be agreed upon before the trial initiation. All clinical trial protocols must be reviewed and accepted by the Abbott Medical Affairs Department and its appropriate Cephalon counterpart. 5.8 Product Labeling. Abbott represents that the Product is properly labeled in accordance with applicable laws and the parties agree that Abbott shall have sole responsibility for decisions regarding labeling changes which may be required from time to time for safety issues. Abbott shall promptly notify Cephalon of any such changes. 5.9 Annual Report. Cephalon will report to Abbott in a timely manner all information necessary to complete annual safety reports or other reports requiring clinical safety information. 5.10 Quality Assurance. Abbott shall provide FDA-483 observations and responses associated with the manufacture of the Product to Cephalon.

responsibility of the Abbott Medical Affairs Department. The terms of adverse event collection and processing must be agreed upon before the trial initiation. All clinical trial protocols must be reviewed and accepted by the Abbott Medical Affairs Department and its appropriate Cephalon counterpart. 5.8 Product Labeling. Abbott represents that the Product is properly labeled in accordance with applicable laws and the parties agree that Abbott shall have sole responsibility for decisions regarding labeling changes which may be required from time to time for safety issues. Abbott shall promptly notify Cephalon of any such changes. 5.9 Annual Report. Cephalon will report to Abbott in a timely manner all information necessary to complete annual safety reports or other reports requiring clinical safety information. 5.10 Quality Assurance. Abbott shall provide FDA-483 observations and responses associated with the manufacture of the Product to Cephalon. ARTICLE 6 - PRODUCT REGISTRATION AND LAUNCH 6.1 Product Registration. During the Term and subject to the provisions of Section 10.2(c) with respect to the withdrawal of the Product, Abbott shall, at its own expense, obtain and thereafter maintain all regulatory approvals necessary for the marketing of the Product in the Territory. Abbott shall provide Cephalon with prompt notice of any change in regulatory approvals. Abbott represents that it has obtained all regulatory approvals necessary for the marketing of the Product in the Territory. 6.2 Launch Dates. The Cephalon Promotional Launch Date shall be no later than July 1 1999. The Cephalon Detail Launch Date shall be no later than September 15, 1999. [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] -36-

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] ARTICLE 7 - REPRESENTATIONS AND WARRANTIES 7.1 Cephalon Representations and Warranties. Cephalon hereby represents and warrants that: (a) Cephalon is duly authorized to enter into this Agreement. (b) No other consents or approvals are necessary for Cephalon to enter into this Agreement and perform its obligations hereunder. (c) This Agreement does not conflict with any other Cephalon contractual obligation. (d) Cephalon shall perform its obligations hereunder in accordance with the PhRMA Code and all applicable Federal, state and local laws and regulations of the Territory, including, but not limited to, the Sampling Act; provided however, Cephalon shall not be in default of the terms of this Agreement if Cephalon violates the PhRMA Code or any applicable Federal, state or local laws or regulations of the Territory as a direct result of Cephalon's use of or reliance on Abbott-provided Promotional Materials, Product labeling, or Abbott's license to the Patent or its ownership of the Trademarks or the use of Abbott's company identification (or name) and/or logos. (e) Cephalon is a corporation duly organized under the laws of the State of Delaware, and is in good standing in such state. 7.2 Abbott Representations and Warranties. Abbott hereby represents and warrants that: (a) Abbott is duly authorized to enter into this Agreement.

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] ARTICLE 7 - REPRESENTATIONS AND WARRANTIES 7.1 Cephalon Representations and Warranties. Cephalon hereby represents and warrants that: (a) Cephalon is duly authorized to enter into this Agreement. (b) No other consents or approvals are necessary for Cephalon to enter into this Agreement and perform its obligations hereunder. (c) This Agreement does not conflict with any other Cephalon contractual obligation. (d) Cephalon shall perform its obligations hereunder in accordance with the PhRMA Code and all applicable Federal, state and local laws and regulations of the Territory, including, but not limited to, the Sampling Act; provided however, Cephalon shall not be in default of the terms of this Agreement if Cephalon violates the PhRMA Code or any applicable Federal, state or local laws or regulations of the Territory as a direct result of Cephalon's use of or reliance on Abbott-provided Promotional Materials, Product labeling, or Abbott's license to the Patent or its ownership of the Trademarks or the use of Abbott's company identification (or name) and/or logos. (e) Cephalon is a corporation duly organized under the laws of the State of Delaware, and is in good standing in such state. 7.2 Abbott Representations and Warranties. Abbott hereby represents and warrants that: (a) Abbott is duly authorized to enter into this Agreement. (b) No other consents or approvals are necessary for Abbott to enter into this Agreement and perform its obligations hereunder. (c) This Agreement does not conflict with any other Abbott contractual obligation. (d) Abbott shall perform its obligations hereunder in accordance with the PhRMA Code and all applicable Federal, state and local laws and regulations of the Territory, including, but not limited to, the Sampling Act; provided however, Abbott shall not be in default of the terms of this Agreement if Abbott violates the PHRMA Code or any applicable Federal, state or local laws or regulations of the Territory as a direct result of Abbott's use of Cephalon's company identification (or name) and/or logos. -37-

(e) As of the date hereof, Abbott is the exclusive licensee of the Patent in the Territory, and is the owner of the Trademarks in the Territory. (f) As of the date hereof, there are no patents or trademarks owned by others of which Abbott is aware which would be infringed by the promoting or selling of the Product under the Trademarks in the Territory. (g) As of the date hereof, there are no suits, claims or proceedings pending against Abbott or any of its Affiliates in any court or by or before any governmental body or agency with respect to the Product or the Patent or the Trademarks or Abbott's exclusive license to the Patent 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. (h) Incentive compensation paid to Abbott Representatives performing Reminder Details of the Product will not be reduced during the Collaboration Period to a level below that currently paid to Abbott Representatives performing Reminder Details of the Product.

(e) As of the date hereof, Abbott is the exclusive licensee of the Patent in the Territory, and is the owner of the Trademarks in the Territory. (f) As of the date hereof, there are no patents or trademarks owned by others of which Abbott is aware which would be infringed by the promoting or selling of the Product under the Trademarks in the Territory. (g) As of the date hereof, there are no suits, claims or proceedings pending against Abbott or any of its Affiliates in any court or by or before any governmental body or agency with respect to the Product or the Patent or the Trademarks or Abbott's exclusive license to the Patent 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. (h) Incentive compensation paid to Abbott Representatives performing Reminder Details of the Product will not be reduced during the Collaboration Period to a level below that currently paid to Abbott Representatives performing Reminder Details of the Product. (i) The number of annual Reminder Details performed by Abbott Representatives since January 1, 1999 until the date hereof is proportionally no less than the [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] Reminder Details required to be performed annually by Abbott hereunder. (j) Abbott shall manufacture, package, label, store, ship and handle the Product in compliance with GMPs. (k) To the best of Abbott's knowledge, Abbott has provided Cephalon with copies of its files relating to Product recalls, adverse events and warning letters received by Abbott and relating to the Product in the Territory. (l) As of the date hereof, Abbott is not aware of any contract, agreement or intellectual property matters that might adversely impact Abbott's ability to perform its obligations under this Agreement. (m) To the best of Abbott's knowledge, as of the date hereof, Abbott is not aware of any legal challenge relating to the validity of the Patent. (n) As of the date hereof, Abbott's exclusive license for the Product is in full force and effect and Abbott agrees to maintain said exclusive license in full force and effect for the Term, or obtain such other rights to the Product as will allow Abbott and Cephalon to perform their respective obligations as contemplated under this Agreement. (o) As of the date hereof, Abbott is not engaged in any discussions with FDA, nor, to the best of Abbott's knowledge, are there any actions pending with FDA that -38-

would materially change the labeling of the Product or materially change Abbott's ability to market, promote or sell the Product. 7.3 NO OTHER WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, INCLUDING FITNESS FOR PURPOSE AND MERCHANTABILITY, WHETHER EXPRESS OR IMPLIED. ARTICLE 8 - NON-COMPETITION
8.1 (a) [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] Abbott agrees that it shall not negatively position the Product in any of its marketing efforts during the Term.

(b)

[* The confidential material contained herein has been omitted and has been separately filed with the

would materially change the labeling of the Product or materially change Abbott's ability to market, promote or sell the Product. 7.3 NO OTHER WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, EACH PARTY MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, INCLUDING FITNESS FOR PURPOSE AND MERCHANTABILITY, WHETHER EXPRESS OR IMPLIED. ARTICLE 8 - NON-COMPETITION
8.1 (a) [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] Abbott agrees that it shall not negatively position the Product in any of its marketing efforts during the Term.

(b)

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] 8.3 New Forms. In addition, if pursuant to Section 1.20 and 3.15, Cephalon co-promotes any new indication(s), dosage form(s) or formulation(s) of the Product, then the restriction of -39-

this Article 8 shall be automatically expanded to include such new indication(s), dosage form(s) or formulation(s). ARTICLE 9 - RELATIONSHIP The parties agree that they are independent contractors. Neither party nor any employee of such party is an employee, officer, agent, partner, business representative of, or legal representative of, or joint venturer with the other party. Neither party has authority to assume any obligation on behalf of the other party and shall not hold out to third parties that it has any authority to do so unless otherwise specified herein. Neither party shall take any action that might mislead or confuse third parties in this regard. Unless otherwise provided herein, each party shall be responsible for its own expenses and shall not incur expenses for the other party's account unless expressly authorized in writing to do so by the other party. ARTICLE 10 - TERM AND TERMINATION
10.1 (a) Term. This Agreement shall become effective on July 1, 1999 and shall, unless sooner terminated as otherwise provided, be in full force and effect until April 23, 2010, unless extended pursuant to Section 10.1(b) below. Patent Extension. In the event that the term of the Patent is extended from its current expiration date of April 23, 2008, whether through an extension under 35 U.S.C.ss.155 or otherwise, then the Collaboration Period may be extended as follows: Abbott shall notify Cephalon that an extension of the term of the Patent has been granted, and Cephalon shall then have a first right of negotiation to extend the Collaboration Period for a term commensurate with the extended term of the Patent. If Cephalon desires to exercise its right of first negotiation, Cephalon shall so inform Abbott within thirty (30) days of its receipt of notice from Abbott, and the parties shall, in good faith, proceed within a reasonable period of time thereafter to negotiate the terms of their relationship during the extended Collaboration Period. If the parties are unable to reach agreement on the terms of such extension within six (6) months thereafter, Abbott shall have the right to promote the Product on its own for the extended term of the Patent, or to collaborate with, co-promote with and/or license rights to, third parties for such extended term of the Patent.

(b)

this Article 8 shall be automatically expanded to include such new indication(s), dosage form(s) or formulation(s). ARTICLE 9 - RELATIONSHIP The parties agree that they are independent contractors. Neither party nor any employee of such party is an employee, officer, agent, partner, business representative of, or legal representative of, or joint venturer with the other party. Neither party has authority to assume any obligation on behalf of the other party and shall not hold out to third parties that it has any authority to do so unless otherwise specified herein. Neither party shall take any action that might mislead or confuse third parties in this regard. Unless otherwise provided herein, each party shall be responsible for its own expenses and shall not incur expenses for the other party's account unless expressly authorized in writing to do so by the other party. ARTICLE 10 - TERM AND TERMINATION
10.1 (a) Term. This Agreement shall become effective on July 1, 1999 and shall, unless sooner terminated as otherwise provided, be in full force and effect until April 23, 2010, unless extended pursuant to Section 10.1(b) below. Patent Extension. In the event that the term of the Patent is extended from its current expiration date of April 23, 2008, whether through an extension under 35 U.S.C.ss.155 or otherwise, then the Collaboration Period may be extended as follows: Abbott shall notify Cephalon that an extension of the term of the Patent has been granted, and Cephalon shall then have a first right of negotiation to extend the Collaboration Period for a term commensurate with the extended term of the Patent. If Cephalon desires to exercise its right of first negotiation, Cephalon shall so inform Abbott within thirty (30) days of its receipt of notice from Abbott, and the parties shall, in good faith, proceed within a reasonable period of time thereafter to negotiate the terms of their relationship during the extended Collaboration Period. If the parties are unable to reach agreement on the terms of such extension within six (6) months thereafter, Abbott shall have the right to promote the Product on its own for the extended term of the Patent, or to collaborate with, co-promote with and/or license rights to, third parties for such extended term of the Patent.

(b)

10.2 Early Termination. This Agreement may be terminated prior to the expiration of the Term upon the occurrence of any of the following events: (a) Material Breach. Termination pursuant to the application of this Section 10.2(a) shall be deemed termination due to a material breach of this Agreement. (i) Either party's giving ninety (90) days' prior notice to the other party of a material breach of any of the terms or conditions of this Agreement by such other party and the other party fails to -40-

(A) cure its breach, provided such breach is capable of cure, within the ninety (90) days' notice period; or (B) commence and diligently pursue efforts to cure such breach if such breach is not capable of cure within the ninety (90) day notice period, provided such cure is completed no later than one hundred eighty (180) days following receipt of initial notice. (ii) Abbott's notice to Cephalon with respect to breach of any of the following provisions, as such provisions are material breaches not capable of cure: Section 6.2 Cephalon Detail Launch Date and Cephalon Promotional Launch Date), Article 8 (non-competition) and Section l0.2(a)(iii) (failure to perform Cephalon Details). (iii) Abbott giving ninety (90) days' prior notice to Cephalon if Cephalon fails to perform a minimum of [* The

(A) cure its breach, provided such breach is capable of cure, within the ninety (90) days' notice period; or (B) commence and diligently pursue efforts to cure such breach if such breach is not capable of cure within the ninety (90) day notice period, provided such cure is completed no later than one hundred eighty (180) days following receipt of initial notice. (ii) Abbott's notice to Cephalon with respect to breach of any of the following provisions, as such provisions are material breaches not capable of cure: Section 6.2 Cephalon Detail Launch Date and Cephalon Promotional Launch Date), Article 8 (non-competition) and Section l0.2(a)(iii) (failure to perform Cephalon Details). (iii) Abbott giving ninety (90) days' prior notice to Cephalon if Cephalon fails to perform a minimum of [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] (iv) Cephalon giving ninety (90) days' prior notice to Abbott if Abbott fails to perform a minimum of [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] (b) Withdrawal of Product. Either party giving ninety (90) days' prior notice to the other if Abbott permanently withdraws the Product from the market in the Territory upon request of FDA. Termination pursuant to the application of this Section 10.2(b) shall not be deemed termination due to a material breach of this Agreement by either party. (c) Patents. Either party giving ninety (90) days' prior notice to the other if (i) the Patent no longer provides the Product with exclusivity in the Territory; or (ii) the manufacture, importation, sale or use of the Product is adjudicated by a court of competent jurisdiction to infringe the patent rights of any third party. Notwithstanding the foregoing, in the case of (i) and (ii) above, either party's right to terminate shall not become effective until such time as Abbott has (i) exhausted all possible appeals; or (ii) after utilizing Reasonable Commercial Efforts, failed to secure a license from the third party claiming infringement to allow the Product to maintain its exclusivity in the Territory; provided that during the pendency of any such appeals or the securing of a license the Patent retains its exclusivity. -41-

Termination pursuant to the application of this Section 10.2(c) shall not be deemed termination due to a material breach of this Agreement by either party. (d) Force Majeure. Either party giving ninety (90) days' prior notice to the other party if an event of Force Majeure as described in Article 17 continues for more than six (6) months. Termination pursuant to the application of this Section 10.2(d) shall not be deemed termination due to a material breach of this Agreement by either party. (e) Bankruptcy. Immediately, upon either party giving notice to the other party in the case of any adjudication of bankruptcy or insolvency, appointment of a receiver by a court of competent jurisdiction, assignment for the benefit of creditors, or institution of liquidation proceedings by or against the other party. Termination pursuant to the application of this Section 10.2(e) shall not be deemed termination due to a material breach of this Agreement by either party. [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] -42-

[* The confidential material contained herein has been omitted and has been separately filed with the

Termination pursuant to the application of this Section 10.2(c) shall not be deemed termination due to a material breach of this Agreement by either party. (d) Force Majeure. Either party giving ninety (90) days' prior notice to the other party if an event of Force Majeure as described in Article 17 continues for more than six (6) months. Termination pursuant to the application of this Section 10.2(d) shall not be deemed termination due to a material breach of this Agreement by either party. (e) Bankruptcy. Immediately, upon either party giving notice to the other party in the case of any adjudication of bankruptcy or insolvency, appointment of a receiver by a court of competent jurisdiction, assignment for the benefit of creditors, or institution of liquidation proceedings by or against the other party. Termination pursuant to the application of this Section 10.2(e) shall not be deemed termination due to a material breach of this Agreement by either party. [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] -42-

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] -43-

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] -44-

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] (g) Sales. Either party giving at least three (3) months notice during the first Sales Quarter of the fifth Sales Year if Net Sales of the Product in the fourth Sales Year were not at least seventy-five percent (75%) of [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] and neither party is making a profit from its activities under this Agreement, with no substantial likelihood to achieve profitability, as reasonably determined based upon projected sales forecasts of the Collaboration Committee. Termination pursuant to the application of this Section 10.2(g) shall not be deemed termination due to a material breach of this Agreement. ARTICLE 11 - CONSEQUENCES OF TERMINATION 11.1 Confidential Information. In the event of termination of this Agreement for any reason, both parties shall stop using all Confidential Information, as defined in Section 14.1, supplied by the other party. Upon either party's request, the other shall return to its owner all written and/or tangible Confidential Information. Both parties and their Affiliates shall continue to be bound by the provisions of Article 14 for a period of five (5) years after the termination of this Agreement or ten (10) years after the execution of this Agreement, whichever is later; provided however, both parties shall bind their employees with respect to Confidential Information for at least five (5) years after termination of such employee's employment or for as long as such party binds its employees with respect to its own Confidential Information, whichever is longer; provided however, in no event shall any employee be bound for a period of time longer than that set forth herein. Furthermore, Cephalon shall not use any Confidential Information which is related to the safety or efficacy of the Product (including adverse drug experience information) and Abbott shall not use any Confidential Information which is related to the safety or efficacy of Provigil(R) (Modafinil) until the later of: (i) such time as the Patent for the Product or the patent for Provigil(R) (Modafinil), as the case may be, has expired or been declared invalid by a court of competent

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] -43-

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] -44-

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] (g) Sales. Either party giving at least three (3) months notice during the first Sales Quarter of the fifth Sales Year if Net Sales of the Product in the fourth Sales Year were not at least seventy-five percent (75%) of [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] and neither party is making a profit from its activities under this Agreement, with no substantial likelihood to achieve profitability, as reasonably determined based upon projected sales forecasts of the Collaboration Committee. Termination pursuant to the application of this Section 10.2(g) shall not be deemed termination due to a material breach of this Agreement. ARTICLE 11 - CONSEQUENCES OF TERMINATION 11.1 Confidential Information. In the event of termination of this Agreement for any reason, both parties shall stop using all Confidential Information, as defined in Section 14.1, supplied by the other party. Upon either party's request, the other shall return to its owner all written and/or tangible Confidential Information. Both parties and their Affiliates shall continue to be bound by the provisions of Article 14 for a period of five (5) years after the termination of this Agreement or ten (10) years after the execution of this Agreement, whichever is later; provided however, both parties shall bind their employees with respect to Confidential Information for at least five (5) years after termination of such employee's employment or for as long as such party binds its employees with respect to its own Confidential Information, whichever is longer; provided however, in no event shall any employee be bound for a period of time longer than that set forth herein. Furthermore, Cephalon shall not use any Confidential Information which is related to the safety or efficacy of the Product (including adverse drug experience information) and Abbott shall not use any Confidential Information which is related to the safety or efficacy of Provigil(R) (Modafinil) until the later of: (i) such time as the Patent for the Product or the patent for Provigil(R) (Modafinil), as the case may be, has expired or been declared invalid by a court of competent jurisdiction; (ii) a period of five (5) years after termination of this Agreement; or (iii) a period of ten (10) years after the execution of this Agreement. -45-

11.2 Accrued Obligations. Termination of this Agreement shall not relieve the parties hereto of any liability which accrued hereunder prior to the effective date of such termination nor prejudice either party's right to obtain performance of any obligation provided for in this Agreement which expressly survives termination. 11.3 Return of Materials. Upon termination or expiration of this Agreement, Cephalon shall, at Abbott's election, either destroy or return to Abbott or its designee all Promotional Materials relating to the Product and all Sample Packs then in Cephalon's possession. 11.4 Commission Rates. (a) Material Breach by Cephalon. If this Agreement is terminated due to a Cephalon material breach or due to an acquisition or change of ownership under Section 10.2(f) (change of ownership resulting in breach of Article 8), then the applicable commission rate on the Net Sales of the Product for the Sales Year in which such termination

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] -44-

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] (g) Sales. Either party giving at least three (3) months notice during the first Sales Quarter of the fifth Sales Year if Net Sales of the Product in the fourth Sales Year were not at least seventy-five percent (75%) of [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] and neither party is making a profit from its activities under this Agreement, with no substantial likelihood to achieve profitability, as reasonably determined based upon projected sales forecasts of the Collaboration Committee. Termination pursuant to the application of this Section 10.2(g) shall not be deemed termination due to a material breach of this Agreement. ARTICLE 11 - CONSEQUENCES OF TERMINATION 11.1 Confidential Information. In the event of termination of this Agreement for any reason, both parties shall stop using all Confidential Information, as defined in Section 14.1, supplied by the other party. Upon either party's request, the other shall return to its owner all written and/or tangible Confidential Information. Both parties and their Affiliates shall continue to be bound by the provisions of Article 14 for a period of five (5) years after the termination of this Agreement or ten (10) years after the execution of this Agreement, whichever is later; provided however, both parties shall bind their employees with respect to Confidential Information for at least five (5) years after termination of such employee's employment or for as long as such party binds its employees with respect to its own Confidential Information, whichever is longer; provided however, in no event shall any employee be bound for a period of time longer than that set forth herein. Furthermore, Cephalon shall not use any Confidential Information which is related to the safety or efficacy of the Product (including adverse drug experience information) and Abbott shall not use any Confidential Information which is related to the safety or efficacy of Provigil(R) (Modafinil) until the later of: (i) such time as the Patent for the Product or the patent for Provigil(R) (Modafinil), as the case may be, has expired or been declared invalid by a court of competent jurisdiction; (ii) a period of five (5) years after termination of this Agreement; or (iii) a period of ten (10) years after the execution of this Agreement. -45-

11.2 Accrued Obligations. Termination of this Agreement shall not relieve the parties hereto of any liability which accrued hereunder prior to the effective date of such termination nor prejudice either party's right to obtain performance of any obligation provided for in this Agreement which expressly survives termination. 11.3 Return of Materials. Upon termination or expiration of this Agreement, Cephalon shall, at Abbott's election, either destroy or return to Abbott or its designee all Promotional Materials relating to the Product and all Sample Packs then in Cephalon's possession. 11.4 Commission Rates. (a) Material Breach by Cephalon. If this Agreement is terminated due to a Cephalon material breach or due to an acquisition or change of ownership under Section 10.2(f) (change of ownership resulting in breach of Article 8), then the applicable commission rate on the Net Sales of the Product for the Sales Year in which such termination occurred shall be the rate which would be applicable if the Net Sales accrued at the time of termination were the entire Annual Net Sales for such Sales Year. (b) Material Breach by Abbott. In the event the Agreement is terminated due to an Abbott material breach under Section 10.2(a), the applicable commission rate for the Net Sales then accrued for the Sales Year in which such termination occurred shall be the pro-rated amount which would be applicable if the Net Sales were annualized

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] (g) Sales. Either party giving at least three (3) months notice during the first Sales Quarter of the fifth Sales Year if Net Sales of the Product in the fourth Sales Year were not at least seventy-five percent (75%) of [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] and neither party is making a profit from its activities under this Agreement, with no substantial likelihood to achieve profitability, as reasonably determined based upon projected sales forecasts of the Collaboration Committee. Termination pursuant to the application of this Section 10.2(g) shall not be deemed termination due to a material breach of this Agreement. ARTICLE 11 - CONSEQUENCES OF TERMINATION 11.1 Confidential Information. In the event of termination of this Agreement for any reason, both parties shall stop using all Confidential Information, as defined in Section 14.1, supplied by the other party. Upon either party's request, the other shall return to its owner all written and/or tangible Confidential Information. Both parties and their Affiliates shall continue to be bound by the provisions of Article 14 for a period of five (5) years after the termination of this Agreement or ten (10) years after the execution of this Agreement, whichever is later; provided however, both parties shall bind their employees with respect to Confidential Information for at least five (5) years after termination of such employee's employment or for as long as such party binds its employees with respect to its own Confidential Information, whichever is longer; provided however, in no event shall any employee be bound for a period of time longer than that set forth herein. Furthermore, Cephalon shall not use any Confidential Information which is related to the safety or efficacy of the Product (including adverse drug experience information) and Abbott shall not use any Confidential Information which is related to the safety or efficacy of Provigil(R) (Modafinil) until the later of: (i) such time as the Patent for the Product or the patent for Provigil(R) (Modafinil), as the case may be, has expired or been declared invalid by a court of competent jurisdiction; (ii) a period of five (5) years after termination of this Agreement; or (iii) a period of ten (10) years after the execution of this Agreement. -45-

11.2 Accrued Obligations. Termination of this Agreement shall not relieve the parties hereto of any liability which accrued hereunder prior to the effective date of such termination nor prejudice either party's right to obtain performance of any obligation provided for in this Agreement which expressly survives termination. 11.3 Return of Materials. Upon termination or expiration of this Agreement, Cephalon shall, at Abbott's election, either destroy or return to Abbott or its designee all Promotional Materials relating to the Product and all Sample Packs then in Cephalon's possession. 11.4 Commission Rates. (a) Material Breach by Cephalon. If this Agreement is terminated due to a Cephalon material breach or due to an acquisition or change of ownership under Section 10.2(f) (change of ownership resulting in breach of Article 8), then the applicable commission rate on the Net Sales of the Product for the Sales Year in which such termination occurred shall be the rate which would be applicable if the Net Sales accrued at the time of termination were the entire Annual Net Sales for such Sales Year. (b) Material Breach by Abbott. In the event the Agreement is terminated due to an Abbott material breach under Section 10.2(a), the applicable commission rate for the Net Sales then accrued for the Sales Year in which such termination occurred shall be the pro-rated amount which would be applicable if the Net Sales were annualized for the entire Sales Year. [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] (c) Termination for Purpose other than Abbott Material Breach or Cephalon Material Breach. If this Agreement is terminated for any cause other than those identified in Section 11.4(a) and (b) above, then the applicable commission rate on the Net Sales of the Product for the Sales Year in which such termination occurred shall be

11.2 Accrued Obligations. Termination of this Agreement shall not relieve the parties hereto of any liability which accrued hereunder prior to the effective date of such termination nor prejudice either party's right to obtain performance of any obligation provided for in this Agreement which expressly survives termination. 11.3 Return of Materials. Upon termination or expiration of this Agreement, Cephalon shall, at Abbott's election, either destroy or return to Abbott or its designee all Promotional Materials relating to the Product and all Sample Packs then in Cephalon's possession. 11.4 Commission Rates. (a) Material Breach by Cephalon. If this Agreement is terminated due to a Cephalon material breach or due to an acquisition or change of ownership under Section 10.2(f) (change of ownership resulting in breach of Article 8), then the applicable commission rate on the Net Sales of the Product for the Sales Year in which such termination occurred shall be the rate which would be applicable if the Net Sales accrued at the time of termination were the entire Annual Net Sales for such Sales Year. (b) Material Breach by Abbott. In the event the Agreement is terminated due to an Abbott material breach under Section 10.2(a), the applicable commission rate for the Net Sales then accrued for the Sales Year in which such termination occurred shall be the pro-rated amount which would be applicable if the Net Sales were annualized for the entire Sales Year. [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] (c) Termination for Purpose other than Abbott Material Breach or Cephalon Material Breach. If this Agreement is terminated for any cause other than those identified in Section 11.4(a) and (b) above, then the applicable commission rate on the Net Sales of the Product for the Sales Year in which such termination occurred shall be determined by calculating the commission payment due as if Section 11.4(a) were applicable, and the commission payment due as if Section 11.4(b) were applicable, and taking the average of the results of such calculations. -46-

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] 11.6 Residual Payment. Pursuant to Section 4.1(e), Abbott shall pay Cephalon residual payments for the Residual Periods in accordance with Section 4.1(e), except as set forth in this Section 11.6. if this Agreement terminates due to: (i) a Cephalon material breach; or (ii) termination pursuant to Section 10.2(f), then Abbott shall not pay any residual payment to Cephalon, except as specifically provided in Section l0.2(f)(ii). If this Agreement terminates due to an Abbott material breach, then Abbott shall pay the residual payment due Cephalon pursuant to Section 4.1(e). In the event such termination by Cephalon is due to an Abbott material breach, the amount of the residual payment due Cephalon shall not be construed as a penalty or as damages, but rather as compensation, and as such, it shall be included for purposes of calculating compensatory damages in the event Cephalon exercises any remedies available to it pursuant to Section 11.7 as a result of Abbott's material breach. If the Agreement terminates for any other reason, such residual payment shall be paid with respect to Net Sales accrued during the two - twelve (12) month periods immediately following the termination date and the residual commission rate shall be determined as follows: the residual payment commission rate as set forth in Section 4.1 (e) shall be multiplied by a fraction, the numerator of which is the number of months completed under this Agreement and the denominator of which is one hundred four (104) months, the number of months in the full Collaboration Period. The newly-calculated commission rate shall be the commission rate used to calculate commissions due to Cephalon for the two - twelve (12) month periods immediately following the termination date. Abbott shall pay Cephalon the amounts payable pursuant to this Section 11.6 within forty-five (45) days of the end of each such twelve (12) month period. Abbott shall make such payment by wire transfer to such bank and account number as Cephalon may identify to Abbott from time to time. 11.7 Remedies. The fact that either party exercises any right of termination for material breach that it may have under this Agreement shall not prevent such party from seeking any other remedy it may be entitled to in law or equity for material breach, except as set forth in Section 6.2 and Section 11.10. If this Agreement terminates for any reason, except as set forth in

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] 11.6 Residual Payment. Pursuant to Section 4.1(e), Abbott shall pay Cephalon residual payments for the Residual Periods in accordance with Section 4.1(e), except as set forth in this Section 11.6. if this Agreement terminates due to: (i) a Cephalon material breach; or (ii) termination pursuant to Section 10.2(f), then Abbott shall not pay any residual payment to Cephalon, except as specifically provided in Section l0.2(f)(ii). If this Agreement terminates due to an Abbott material breach, then Abbott shall pay the residual payment due Cephalon pursuant to Section 4.1(e). In the event such termination by Cephalon is due to an Abbott material breach, the amount of the residual payment due Cephalon shall not be construed as a penalty or as damages, but rather as compensation, and as such, it shall be included for purposes of calculating compensatory damages in the event Cephalon exercises any remedies available to it pursuant to Section 11.7 as a result of Abbott's material breach. If the Agreement terminates for any other reason, such residual payment shall be paid with respect to Net Sales accrued during the two - twelve (12) month periods immediately following the termination date and the residual commission rate shall be determined as follows: the residual payment commission rate as set forth in Section 4.1 (e) shall be multiplied by a fraction, the numerator of which is the number of months completed under this Agreement and the denominator of which is one hundred four (104) months, the number of months in the full Collaboration Period. The newly-calculated commission rate shall be the commission rate used to calculate commissions due to Cephalon for the two - twelve (12) month periods immediately following the termination date. Abbott shall pay Cephalon the amounts payable pursuant to this Section 11.6 within forty-five (45) days of the end of each such twelve (12) month period. Abbott shall make such payment by wire transfer to such bank and account number as Cephalon may identify to Abbott from time to time. 11.7 Remedies. The fact that either party exercises any right of termination for material breach that it may have under this Agreement shall not prevent such party from seeking any other remedy it may be entitled to in law or equity for material breach, except as set forth in Section 6.2 and Section 11.10. If this Agreement terminates for any reason, except as set forth in Section 10.2(a) and Section 10.2(f)(i), (iii) and (iv), the parties shall have no -47further recourse against each other in law or equity, except for any obligations accrued prior to such termination. Any provision under this Agreement which provides a remedy to a party for the other party's non-performance shall be deemed to be an exclusive remedy. The parties agree to seek any such remedies in law or equity solely through the mechanism set forth in Section 18.7 hereof. 11.8 Survival. The provisions of Section 6.2, with respect to liquidated damages, Article 11, Article 12, Article 13, Article 14, and Sections 16.3,16.4 and 16.5 and Sections 18.7 and 18.9, shall survive the termination of this Agreement; provided however, with respect to Section 16.6, for those matters which arose during the term of this Agreement, each party shall continue to provide assistance to the other in order to restrain such infringement as set forth in Section 16.6. Intellectual Property. Upon termination of this Agreement for any reason, all use by Cephalon of Abbott's company identification (or name), Abbott's logo and the Trademarks shall cease. All use by Abbott of Cephalon's company identification (or name) and Cephalon's logo shall cease.

11.9

11.10 LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, HOWEVER, THIS LIMITATION SHALL NOT APPLY TO LOSSES FOR WHICH A PARTY IS INDEMNIFIED UNDER THE TERMS OF THIS AGREEMENT. ARTICLE 12 - RIGHTS TO PROVIGIL(R) (MODAFINIL)
12.1 Right of First Negotiation. Cephalon hereby grants to Abbott, and Abbott hereby accepts a first right of negotiation to obtain from Cephalon, co-marketing, co-development and/or license rights to Provigil(R)

further recourse against each other in law or equity, except for any obligations accrued prior to such termination. Any provision under this Agreement which provides a remedy to a party for the other party's non-performance shall be deemed to be an exclusive remedy. The parties agree to seek any such remedies in law or equity solely through the mechanism set forth in Section 18.7 hereof. 11.8 Survival. The provisions of Section 6.2, with respect to liquidated damages, Article 11, Article 12, Article 13, Article 14, and Sections 16.3,16.4 and 16.5 and Sections 18.7 and 18.9, shall survive the termination of this Agreement; provided however, with respect to Section 16.6, for those matters which arose during the term of this Agreement, each party shall continue to provide assistance to the other in order to restrain such infringement as set forth in Section 16.6. Intellectual Property. Upon termination of this Agreement for any reason, all use by Cephalon of Abbott's company identification (or name), Abbott's logo and the Trademarks shall cease. All use by Abbott of Cephalon's company identification (or name) and Cephalon's logo shall cease.

11.9

11.10 LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED, HOWEVER, THIS LIMITATION SHALL NOT APPLY TO LOSSES FOR WHICH A PARTY IS INDEMNIFIED UNDER THE TERMS OF THIS AGREEMENT. ARTICLE 12 - RIGHTS TO PROVIGIL(R) (MODAFINIL)
12.1 Right of First Negotiation. Cephalon hereby grants to Abbott, and Abbott hereby accepts a first right of negotiation to obtain from Cephalon, co-marketing, co-development and/or license rights to Provigil(R) (Modafinil) in the Territory.

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.]
12.2 Additional Points of Understanding 12.2.1 Cephalon shall not grant any third party any rights that conflict with Abbott's right of first negotiation unless Abbott has waived its right to exercise its right of first negotiation to co-market, co-develop and/or license with respect to Provigil(R)

-48-

(Modafinil). [* The confidential material contained herein has been omitted and has been separately filed with the Commission.]
12.2.2 Any information provided with respect to Provigil(R) (Modafinil) shall be subject to the confidentiality and non-disclosure obligations set forth in Article 14.

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] ARTICLE 13 - INDEMNIFICATION
13.1 Abbott Indemnification. Abbott shall defend, indemnify and hold Cephalon and all of its officers, directors, employees and representatives harmless from and against all suits, claims, liabilities, costs, damages, judgments and other expenses (including, but not limited to, reasonable legal

(Modafinil). [* The confidential material contained herein has been omitted and has been separately filed with the Commission.]
12.2.2 Any information provided with respect to Provigil(R) (Modafinil) shall be subject to the confidentiality and non-disclosure obligations set forth in Article 14.

[* The confidential material contained herein has been omitted and has been separately filed with the Commission.] ARTICLE 13 - INDEMNIFICATION
13.1 Abbott Indemnification. Abbott shall defend, indemnify and hold Cephalon and all of its officers, directors, employees and representatives harmless from and against all suits, claims, liabilities, costs, damages, judgments and other expenses (including, but not limited to, reasonable legal expenses and court costs) to the extent that such claims stem from claims brought by third parties and are attributable, in whole or in part, to: (i) (ii) Abbott's breach of this Agreement; an infringement claim arising from Cephalon's authorized use or promotion of the Product or use of the Abbott company name, logo, trade dress, service mark or the Trademarks in connection with the Product;

(iii) the Product (including claims relating to the manufacture of the Product) or Abbott's promotion of the Product, (including, but not limited to, claims made with respect to Abbott advertising or Abbott-provided Promotional Materials, and claims made with respect to advertising or Promotional Materials approved by Abbott's Medical Review Process pursuant to Section 3.5(e) herein, provided and to the extent such claims are based upon the negligent review and approval provided by Abbott's Medical Review Process) including, but not limited to, death or personal injury;

-49-

(iv) Abbott's violation of applicable law, including, without limitation, the Sampling Act, in the performance of this Agreement; or (v) the negligence, recklessness or willful misconduct on the part of
Abbott, its officers, directors, Abbott Representatives and other employees or representatives with respect to the Product or in the performance of the Agreement, including, but not limited to, product liability claims arising from out-of-label promotions made by Abbott or Abbott Representatives with respect to the Product; provided that Abbott shall not be required to indemnify Cephalon to the extent any such claim is attributable to the negligence or willful misconduct of Cephalon or the Cephalon Representatives in the performance of their obligations hereunder, including, but not limited to, out-of-label promotion of the Product and/or any breach by Cephalon of this Agreement. For purposes of Section 13.1(v) above only, Abbott shall not be considered negligent, reckless or willful if such claim arises in connection with Abbott's performance under this Agreement, so long as such performance was in accordance with the terms of this Agreement; nor shall Abbott be considered negligent, reckless or willful for purposes of Section 13.1(v) only, if such claim arises with respect to content of the Promotional Materials, advertising or other materials provided to Abbott by Cephalon as long as Abbott has distributed or employed such advertising, Promotional Materials or other such materials in accordance with the terms of this Agreement,

(iv) Abbott's violation of applicable law, including, without limitation, the Sampling Act, in the performance of this Agreement; or (v) the negligence, recklessness or willful misconduct on the part of
Abbott, its officers, directors, Abbott Representatives and other employees or representatives with respect to the Product or in the performance of the Agreement, including, but not limited to, product liability claims arising from out-of-label promotions made by Abbott or Abbott Representatives with respect to the Product; provided that Abbott shall not be required to indemnify Cephalon to the extent any such claim is attributable to the negligence or willful misconduct of Cephalon or the Cephalon Representatives in the performance of their obligations hereunder, including, but not limited to, out-of-label promotion of the Product and/or any breach by Cephalon of this Agreement. For purposes of Section 13.1(v) above only, Abbott shall not be considered negligent, reckless or willful if such claim arises in connection with Abbott's performance under this Agreement, so long as such performance was in accordance with the terms of this Agreement; nor shall Abbott be considered negligent, reckless or willful for purposes of Section 13.1(v) only, if such claim arises with respect to content of the Promotional Materials, advertising or other materials provided to Abbott by Cephalon as long as Abbott has distributed or employed such advertising, Promotional Materials or other such materials in accordance with the terms of this Agreement, except if such claim arises with respect to the negligent review and approval of Cephalon advertising or Promotional Materials approved by Abbott pursuant to Section 3.5(e) hereof. 13.2 Cephalon Indemnification. Cephalon shall defend, indemnify and hold Abbott and all of its officers, directors, employees and representatives harmless from and against all suits, claims, liabilities, costs, damages, judgments and other expenses (including but not limited to, reasonable legal expenses and court costs) to the extent that such claims stem from claims brought by third parties and

are attributable, in whole or in part, to: (i) Cephalon's breach of this Agreement; (ii) a trademark infringement claim arising from Abbott's authorized use of the Cephalon company name and/or logo in connection with the Product; (iii) Cephalon advertising or Cephalon-provided Promotional Materials (except to the extent such claim is based on such advertising or Promotional Materials having been negligently reviewed and approved by Abbott's Medical Review Process pursuant to Section 3.5(e) herein), including, but not limited to, death or personal injury; (iv) Cephalon's violation of applicable law, including, without limitation, the Sampling Act, in the performance of this Agreement; or -50-

(v) the negligence, recklessness or willful misconduct on the part
of Cephalon, its officers, directors, Cephalon Representatives, and other employees or representatives with respect to the Product or in the performance of this Agreement, including, but not limited to, product liability claims arising from out-of-label promotions made by Cephalon or Cephalon Representatives with respect to the Product; provided that Cephalon shall not be required to indemnify Abbott to the extent any such claim is attributable to the negligence or

(v) the negligence, recklessness or willful misconduct on the part
of Cephalon, its officers, directors, Cephalon Representatives, and other employees or representatives with respect to the Product or in the performance of this Agreement, including, but not limited to, product liability claims arising from out-of-label promotions made by Cephalon or Cephalon Representatives with respect to the Product; provided that Cephalon shall not be required to indemnify Abbott to the extent any such claim is attributable to the negligence or willful misconduct of Abbott or the Abbott Representatives in the performance of their obligations hereunder, including, but not limited to, out-of-label promotion of the Product and/or any breach by Abbott of this Agreement. For purposes of Section 13.2(v) above only, Cephalon shall not be considered negligent, reckless or willful if such claim arises in connection with Cephalon's performance under this Agreement, so long as such performance was in accordance with the terms of this Agreement; nor shall Cephalon be considered negligent, reckless or willful for purposes of Section 13.2(v) only, if such claim arises with respect to the content of the Promotional Materials, Product labeling, advertising or other materials provided to Cephalon by Abbott so long as Cephalon has distributed or employed such Promotional Materials, Product labeling, advertising or such other materials in accordance with the terms of this Agreement. 13.3 Indemnification Procedures. Upon obtaining knowledge of the institution of any action, proceeding, or other event which could give rise to a claim of indemnity hereunder, the party seeking indemnification (the "Indemnified Party") shall promptly notify in writing the other party thereof (the "Indemnifying Party"). The Indemnifying Party shall have the right, at its expense, to employ counsel to defend such claim or demand and the Indemnified Party shall have the right, but not the obligation, at its expense to participate in the defense of any such claim or demand. So long as the Indemnifying Party is defending such claim or demand in good faith, the Indemnified Party shall not settle such claim or demand without the Indemnifying Party's consent. The Indemnified Party shall make available to the Indemnifying Party all records and other material reasonably required by it in contesting a claim or demand against the Indemnified Party and shall cooperate in the defense thereof.

ARTICLE 14 - CONFIDENTIALITY
14.1 Non-Disclosure. Neither party shall disclose any information received from the other party or an Affiliate of such other party pursuant to this Agreement or to any previous agreements between the parties or their Affiliates relating to this Agreement (including Product, Provigil(R)(Modafinil) and Depakote(R) and information received by Cephalon pursuant to Article 5 with respect to adverse drug experience data) (the "Confidential Information") without the other party's written consent; provided however, either party may disclose Confidential Information as reasonably necessary to its Affiliates in order to perform its obligations hereunder. Each party shall ensure that any Affiliate receiving Confidential Information pursuant to this Article 14 shall not disclose such information

-51-

and such Affiliate shall conduct itself as if it were bound by the provisions of this Agreement with respect to Confidential Information. Confidential Information shall not include: (a) information which is or was known to the receiving party or its Affiliates at the time of its disclosure as evidenced by such party's or its Affiliates' written records, provided such information was not already subject to a confidentiality obligation;

and such Affiliate shall conduct itself as if it were bound by the provisions of this Agreement with respect to Confidential Information. Confidential Information shall not include: (a) information which is or was known to the receiving party or its Affiliates at the time of its disclosure as evidenced by such party's or its Affiliates' written records, provided such information was not already subject to a confidentiality obligation; (b) information disclosed to the receiving party by a third party (other than its Affiliates) having the right to disclose such information; (c) information which becomes patented, published or otherwise part of the public domain as a result of acts of the disclosing party or of a third party (other than the disclosing party's Affiliates) obtaining such information and having the right to disclose the same; (d) information which is developed by or for a party or its Affiliates independently of: (i) the information provided under this Agreement; and independently of (ii) information provided under any co-promotion, collaboration or co-marketing agreement entered into by Cephalon or its Affiliates with Abbott or its Affiliates; as evidenced by such party's or Affiliate's written records; or (e) information which is required to be disclosed by law, provided that
in such case the receiving party shall immediately inform the disclosing party and allow the disclosing party to obtain such protection of the Confidential Information as may be legally permissible prior to disclosure. 14.2 Non-Use. Each party agrees that it shall not use Confidential Information obtained as set forth in Section 14.1 above for any purpose other than that indicated in this Agreement without the prior written approval of the other party. Disclosure of Confidential Information to Third Parties. (a) Auditors. If either party appoints a designee to perform an audit of the books and records of the other party pursuant to the terms of any of the audit provisions provided for hereunder, then such auditor shall execute a written confidentiality agreement with the party to be audited, which confidentiality agreement shall be at least as stringent as that provided herein. The scope of such designee's report to the hiring party shall be strictly limited to the scope of the audit permitted pursuant to the terms of this Agreement and a copy of such report shall be delivered to both parties. Other Parties. If either party appoints any consultant to advise it in connection with its performance of this Agreement, then such party shall execute a written confidentiality agreement with such consultant, which confidentiality agreement

14.3

(b)

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shall be at least as stringent as that provided herein. Prior to the disclosure of any confidential information to such consultant, the consent of the other party shall be obtained, which consent shall not be unreasonably withheld. ARTICLE 15 - PUBLIC ANNOUNCEMENTS Each party agrees that, except as may be required by law, it shall not disclose the existence, substance or details of this Agreement (or any other publicity related thereto) without the prior written consent of the other party; provided, however, nothing contained herein shall be deemed to prohibit Abbott from issuing any publicity, press release or announcement relating to the Product which does not mention Cephalon or refer to this Agreement; and provided further that a party shall not be required to obtain consent of the other to subsequently disclose the

shall be at least as stringent as that provided herein. Prior to the disclosure of any confidential information to such consultant, the consent of the other party shall be obtained, which consent shall not be unreasonably withheld. ARTICLE 15 - PUBLIC ANNOUNCEMENTS Each party agrees that, except as may be required by law, it shall not disclose the existence, substance or details of this Agreement (or any other publicity related thereto) without the prior written consent of the other party; provided, however, nothing contained herein shall be deemed to prohibit Abbott from issuing any publicity, press release or announcement relating to the Product which does not mention Cephalon or refer to this Agreement; and provided further that a party shall not be required to obtain consent of the other to subsequently disclose the contents of any previously approved publicity, press release or announcement. Cephalon shall only disclose details of this Agreement to those Cephalon employees, including Cephalon Representatives, on a need to know basis. In cases in which disclosure may be required by law, the disclosing party, prior to such disclosure, shall notify the non-disclosing party of the contents of the proposed disclosure. Consistent with applicable law, the non-disclosing party shall have the right to make reasonable changes to the disclosure to protect its interests. The disclosing party shall not unreasonably refuse to include such changes in its disclosure. ARTICLE 16 - TRADEMARKS
16.1 Promotion. Cephalon shall promote the Product in the Territory only under the Trademarks and using company names, service marks and devices approved by Abbott and only using Promotional Materials approved by Abbott pursuant to Section 3.5. Compliance with Laws. Cephalon shall, when referring to Abbott's trademarks and the Trademarks, company names, trade dress, service marks or devices, diligently comply with all laws pertaining to trademarks, service marks, trade dress or other intellectual property rights at any time in force in the Territory. Abbott shall, when referring to Cephalon's company name and/or logo, diligently comply with all laws pertaining to company names and/or logos at any time in force in the Territory. No Assertion of Right. Cephalon shall not have, assert or acquire any right, title or interest in or to the Trademarks or any part of any label, company name, trade dress, service mark or device applied by Abbott, except those which are owned by Cephalon as set forth in Exhibit 16.3 attached hereto. Except as provided herein, Abbott shall not have, assert or acquire any right, title or interest in or to Cephalon's company name and/or logo. Validity. Cephalon acknowledges the validity of Abbott's right, title and interest in and to the Trademarks or any labels, company names, trade dress, service marks, logos and devices as set forth in Exhibit 4.2. Cephalon shall not take or fail to take any action which may impair any such right, title or interest in the Trademarks, other than as provided for herein; nor shall Cephalon take any action which may create any right, title,

16.2

16.3

16.4

-53or interest in the name "Abbott" or the Trademarks adverse to Abbott or any Abbott Affiliate. Abbott acknowledges the validity of Cephalon's right, title and interest in and to its company name and/or logo as set forth in Exhibit 4.2. Abbott shall not take or fail to take any action which may impair any such right, title or interest in Cephalon's company name and/or logo, other than as provided for herein; nor shall Abbott take any action which may create any right, title, or interest in the name "Cephalon" adverse to Cephalon or any Cephalon Affiliate. 16.5 Non-Use. Cephalon shall not use the Trademarks (or any trademark confusingly similar thereto), label, company name, trade dress, service mark, logo or device which is applied to the Product, on any other goods or products, notwithstanding that such goods or products are dissimilar to the Product or have a different use. Abbott shall not use Cephalon's company name and/or logo which is applied to the Product, on any other goods or products, notwithstanding that such goods or products are

or interest in the name "Abbott" or the Trademarks adverse to Abbott or any Abbott Affiliate. Abbott acknowledges the validity of Cephalon's right, title and interest in and to its company name and/or logo as set forth in Exhibit 4.2. Abbott shall not take or fail to take any action which may impair any such right, title or interest in Cephalon's company name and/or logo, other than as provided for herein; nor shall Abbott take any action which may create any right, title, or interest in the name "Cephalon" adverse to Cephalon or any Cephalon Affiliate. 16.5 Non-Use. Cephalon shall not use the Trademarks (or any trademark confusingly similar thereto), label, company name, trade dress, service mark, logo or device which is applied to the Product, on any other goods or products, notwithstanding that such goods or products are dissimilar to the Product or have a different use. Abbott shall not use Cephalon's company name and/or logo which is applied to the Product, on any other goods or products, notwithstanding that such goods or products are dissimilar to the Product or have a different use. Notice of Infringement. Cephalon shall give Abbott prompt notice of any infringement or threatened infringement of the Trademarks, label, company name, trade dress, service mark, logo or device used in connection with the Product and shall, upon Abbott's request and at Abbott's sole expense if Abbott elects, in its sole discretion, to prosecute such infringement action, use its best efforts to assist Abbott to restrain the infringement or threatened infringement. Abbott shall give Cephalon prompt notice of any infringement or threatened infringement of Cephalon's company name and/or logo used in connection with the Product and shall, upon Cephalon's request and at Cephalon's sole expense if Cephalon elects, in its sole discretion, to prosecute such infringement action, use its best efforts to assist Cephalon to restrain the infringement or threatened infringement. License Agreement. if Abbott determines that it is necessary or appropriate to reflect the parties' agreement with respect to the use of the Trademarks in a separate agreement, Cephalon agrees that it will execute such agreement. Such agreement shall reflect the terms hereof with respect to the use of the Trademarks.

16.6

16.7

ARTICLE 17 - FORCE MAJEURE Failure of either party to perform its obligations under this Agreement (except for the payment of monies due and owing) shall not subject such party to any liability to the other if such failure is caused or occasioned by act of God, or the public enemy, fire, explosion, flood, drought, war, riot, sabotage, embargo, strikes, or other labor trouble, failure in whole or in part, of Abbott's suppliers to deliver on schedule materials, equipment or machinery to Abbott, interruption of or delay in transportation, compliance with any order, regulation or request of any government of competent jurisdiction or any officer, department, agency or committee thereof, including requisition or allocation or establishment of priority, or by compliance with a request authorized by such governmental authority of any manufacturer for material to be used by it, or by any other event or circumstance of like or different character to the foregoing beyond the reasonable control of the party so failing. The party suffering an event of Force Majeure shall immediately -54-

notify the other party and shall use all reasonable efforts to minimize the damages suffered by both parties. Both parties shall cooperate in good faith in order to minimize such damages and, subject to the provisions of Section 10.2(d), reach an agreement as to how to proceed. ARTICLE 18 - GENERAL
18.1 Property Interest. Abbott shall retain all property interests in the Product until the point of sale and shall retain such property interest in all Sample Packs and Promotional Materials until their delivery to Cephalon. Cephalon shall neither have nor represent that it has any control or property interest in the Product. Nothing contained herein shall be deemed to grant, either expressly or impliedly, a license or other right or interest in any patent, trademark, including the Trademarks, or other similar intellectual property of Abbott except as may

notify the other party and shall use all reasonable efforts to minimize the damages suffered by both parties. Both parties shall cooperate in good faith in order to minimize such damages and, subject to the provisions of Section 10.2(d), reach an agreement as to how to proceed. ARTICLE 18 - GENERAL
18.1 Property Interest. Abbott shall retain all property interests in the Product until the point of sale and shall retain such property interest in all Sample Packs and Promotional Materials until their delivery to Cephalon. Cephalon shall neither have nor represent that it has any control or property interest in the Product. Nothing contained herein shall be deemed to grant, either expressly or impliedly, a license or other right or interest in any patent, trademark, including the Trademarks, or other similar intellectual property of Abbott except as may be necessary for Cephalon to perform its obligations as provided in this Agreement. Assignment. Neither party may assign its interest under this Agreement without the prior consent of the other party [* The confidential material contained herein has been omitted and has been separately filed with the Commission.]

18.2

18.3

Headings. All headings are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement. Notices. All notices, consents, approvals, orders, acceptances and requests shall be in writing addressed to the parties at the following addresses, respectively. If to Cephalon: President Cephalon, Inc. 145 Brandywine Parkway West Chester, Pennsylvania 19380-4245 Fax: (610) 344-7563 Senior Vice President, Secretary and General Counsel Cephalon, Inc. 145 Brandywine Parkway West Chester, Pennsylvania 193804245 Fax: (610)738-6590

18.4

With a copy to:

-55If to Abbott: Vice President, Pharmaceutical Commercial Operations Abbott Laboratories 200 Abbott Park Road Dept. 533; Bldg. AP30 Abbott Park, Illinois 60064-3537 Fax: (847) 938-4877 Senior Vice President, Secretary and General Counsel Abbott Laboratories 100 Abbott Park Road Dept. 32L; Bldg. AP6D Abbott Park, Illinois 60064-6049 Fax: (847)938-1206

With a copy to:

Notices, consents and approvals shall be effective when delivered personally or sent by telex, facsimile or other telegraphic mode or when sent by registered or certified mail, postage prepaid, so addressed. By written notice, a party may change its address for future communications. 18.5 Waiver. No failure on the part of either party to exercise, and no delay in exercising any right or remedy shall operate as a waiver of such right or remedy, nor shall any single or partial exercise of any right or remedy

If to Abbott:

Vice President, Pharmaceutical Commercial Operations Abbott Laboratories 200 Abbott Park Road Dept. 533; Bldg. AP30 Abbott Park, Illinois 60064-3537 Fax: (847) 938-4877 Senior Vice President, Secretary and General Counsel Abbott Laboratories 100 Abbott Park Road Dept. 32L; Bldg. AP6D Abbott Park, Illinois 60064-6049 Fax: (847)938-1206

With a copy to:

Notices, consents and approvals shall be effective when delivered personally or sent by telex, facsimile or other telegraphic mode or when sent by registered or certified mail, postage prepaid, so addressed. By written notice, a party may change its address for future communications. 18.5 Waiver. No failure on the part of either party to exercise, and no delay in exercising any right or remedy shall operate as a waiver of such right or remedy, nor shall any single or partial exercise of any right or remedy preclude any further or other exercise of such right or remedy. All rights and remedies under this Agreement are cumulative and shall not be deemed exclusive of any other rights or remedies provided by law except as otherwise provided herein. Severance. If any Article or part thereof contained in this Agreement is declared invalid by any court of competent jurisdiction or a government agency having jurisdiction, such declaration shall not affect the remainder of the Article or the other Articles and each shall remain in full force and effect. To the extent possible, the parties shall reform such invalidated Article or part thereof in a manner that will render such provision valid without impairing the parties' original intent. Dispute Resolution. (a) General. The parties recognize that a bonafide dispute as to certain matters may arise from time to time during the term of this Agreement which may relate to either party's rights and/or obligations hereunder. The parties agree that they shall use all reasonable efforts to resolve any dispute which may arise in an amicable manner. Management Resolution. If the parties are unable to resolve such a dispute within thirty (30) days, either party may, by notice to the other party, have such dispute

18.6

18.7

(b)

-56-

referred to the respective officers of the parties designated below. Such officers shall attempt to resolve the referred dispute by good faith negotiations within thirty (30) days after such notice is received. The said designated officers are as follows:
For Abbott: Senior Vice President, Pharmaceutical Operations President

For Cephalon: (c)

Mediation and Alternative Dispute Resolution. if the designated officers are not able to resolve such dispute within such thirty (30) day period, then either party may initiate the alternative dispute resolution procedure set forth in Exhibit 18.7.

18.8

Year 2000 Compliance. Both parties hereby certify to the other that their respective internal computer systems are Year 2000 compliant and that neither party will experience difficulties or changes in service levels related to the change in century as a result of the other party's internal

referred to the respective officers of the parties designated below. Such officers shall attempt to resolve the referred dispute by good faith negotiations within thirty (30) days after such notice is received. The said designated officers are as follows:
For Abbott: Senior Vice President, Pharmaceutical Operations President

For Cephalon: (c)

Mediation and Alternative Dispute Resolution. if the designated officers are not able to resolve such dispute within such thirty (30) day period, then either party may initiate the alternative dispute resolution procedure set forth in Exhibit 18.7.

18.8

Year 2000 Compliance. Both parties hereby certify to the other that their respective internal computer systems are Year 2000 compliant and that neither party will experience difficulties or changes in service levels related to the change in century as a result of the other party's internal computer systems not being able to process the century date change. Each party hereby represents and warrants to the other that all computer hardware and software used by each of them in performing their obligations under this Agreement will (i) have no lesser functionality with respect to records containing dates before or after January 1, 2000, than previously with respect to dates prior to January 1, 2000; and (ii) be interoperable with other software used by the other party which may deliver records to, receive records from, or otherwise interact with software in the course of data processing. Governing Law. The laws of the State of New York, United States of America, excluding conflicts of law principles, shall govern the interpretation, performance and enforcement of this Agreement.

18.9

18.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute the Agreement. 18.11 Non-Solicitation. During the Collaboration Period and for one (1) year thereafter, 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. 18.12 Entire Agreement. This Agreement, including the Exhibits, contains the entire understanding between the parties hereto with respect to the subject matter hereof. This Agreement cannot be amended, except by a writing signed by the parties. -57-

IN WITNESS WHEREOF, each of the parties has by its duly authorized representative signed this Agreement as of the day and year first above written.
ABBOTT LABORATORIES INC. CEPHALON, INC.

By: /s/ Edward J. Fiorentino -----------------------------------Edward J. Fiorentino Vice President, Pharmaceutical Commercial Operations

By /s/ Frank Baldino, Jr. --------------------------Frank Baldino, Jr., PhD President and Chief Executive Officer

-58-

IN WITNESS WHEREOF, each of the parties has by its duly authorized representative signed this Agreement as of the day and year first above written.
ABBOTT LABORATORIES INC. CEPHALON, INC.

By: /s/ Edward J. Fiorentino -----------------------------------Edward J. Fiorentino Vice President, Pharmaceutical Commercial Operations

By /s/ Frank Baldino, Jr. --------------------------Frank Baldino, Jr., PhD President and Chief Executive Officer

-58-

Exhibit 1.22 Promotional Expense Definitions
--------------------------------------------------------------------------------------------------------Category Definition --------------------------------------------------------------------------------------------------------Product Samples Production and shipping cost of samples --------------------------------------------------------------------------------------------------------Discretionary Funds Funds allocated to sales reps to use to promote products, speaker special events --------------------------------------------------------------------------------------------------------Continuing Education Programs Costs to provide development programs for sales representatives --------------------------------------------------------------------------------------------------------Grants/Contributions Funds given to institutions or third parties to support product r company goodwill --------------------------------------------------------------------------------------------------------Reminder Items/Giveaways Tangible goods to be distributed by reps to doctors including ite balls, pens --------------------------------------------------------------------------------------------------------Sales Aids/Detail Aids Printed reference materials for reps. Usually, a glossy multi-pag product's key attributes and used in a product detail --------------------------------------------------------------------------------------------------------MD/Pharmacist/Nurse Kits Brochures, pamphlets, and other information distributed to clinic --------------------------------------------------------------------------------------------------------Incentives Any cash bonuses, gift certificates, tangible items to be distrib motivate them --------------------------------------------------------------------------------------------------------Product and Sales Training Any sales rep training cost including: materials at the training meeting itself --------------------------------------------------------------------------------------------------------Speaker Program Cost of staging speaker programs including: materials at the trai meeting itself --------------------------------------------------------------------------------------------------------Convention - Exhibition Costs of exhibiting at major conventions, including booth display --------------------------------------------------------------------------------------------------------Convention - Symposia Costs of satellite symposia/meetings conducted at major conventio health professionals --------------------------------------------------------------------------------------------------------Fellowships - Tutorials All costs to support doctors/other third part participation in fe preceptorships, and general medical education --------------------------------------------------------------------------------------------------------Journal Ads Costs to run journal ads --------------------------------------------------------------------------------------------------------Public Relations Services provided by a public relations firm including: monthly f other fees --------------------------------------------------------------------------------------------------------Ad Agency Fees Services provided by an ad agency including: monthly fees, out-of fees --------------------------------------------------------------------------------------------------------Market Research/Statistics/Reports Costs of syndicated reports, databases, and other reports, as wel --------------------------------------------------------------------------------------------------------Market Related Clinical Studies Phase IIIB/IV studies which support the growth of products throug --------------------------------------------------------------------------------------------------------Indigent Care Programs Operation costs, management and drug, to support uninsured low-in duration ---------------------------------------------------------------------------------------------------------

Exhibit 1.22 Promotional Expense Definitions
--------------------------------------------------------------------------------------------------------Category Definition --------------------------------------------------------------------------------------------------------Product Samples Production and shipping cost of samples --------------------------------------------------------------------------------------------------------Discretionary Funds Funds allocated to sales reps to use to promote products, speaker special events --------------------------------------------------------------------------------------------------------Continuing Education Programs Costs to provide development programs for sales representatives --------------------------------------------------------------------------------------------------------Grants/Contributions Funds given to institutions or third parties to support product r company goodwill --------------------------------------------------------------------------------------------------------Reminder Items/Giveaways Tangible goods to be distributed by reps to doctors including ite balls, pens --------------------------------------------------------------------------------------------------------Sales Aids/Detail Aids Printed reference materials for reps. Usually, a glossy multi-pag product's key attributes and used in a product detail --------------------------------------------------------------------------------------------------------MD/Pharmacist/Nurse Kits Brochures, pamphlets, and other information distributed to clinic --------------------------------------------------------------------------------------------------------Incentives Any cash bonuses, gift certificates, tangible items to be distrib motivate them --------------------------------------------------------------------------------------------------------Product and Sales Training Any sales rep training cost including: materials at the training meeting itself --------------------------------------------------------------------------------------------------------Speaker Program Cost of staging speaker programs including: materials at the trai meeting itself --------------------------------------------------------------------------------------------------------Convention - Exhibition Costs of exhibiting at major conventions, including booth display --------------------------------------------------------------------------------------------------------Convention - Symposia Costs of satellite symposia/meetings conducted at major conventio health professionals --------------------------------------------------------------------------------------------------------Fellowships - Tutorials All costs to support doctors/other third part participation in fe preceptorships, and general medical education --------------------------------------------------------------------------------------------------------Journal Ads Costs to run journal ads --------------------------------------------------------------------------------------------------------Public Relations Services provided by a public relations firm including: monthly f other fees --------------------------------------------------------------------------------------------------------Ad Agency Fees Services provided by an ad agency including: monthly fees, out-of fees --------------------------------------------------------------------------------------------------------Market Research/Statistics/Reports Costs of syndicated reports, databases, and other reports, as wel --------------------------------------------------------------------------------------------------------Market Related Clinical Studies Phase IIIB/IV studies which support the growth of products throug --------------------------------------------------------------------------------------------------------Indigent Care Programs Operation costs, management and drug, to support uninsured low-in duration --------------------------------------------------------------------------------------------------------Expanded Access Programs (Small Phase IV studies supporting academic center research of th and operating costs) --------------------------------------------------------------------------------------------------------Cost of running advisory panels with physicians to obtain informa and future trends --------------------------------------------------------------------------------------------------------Reprints Costs of production and distribution of reprints from key journal --------------------------------------------------------------------------------------------------------Internet Programs Internet based programs that focus on the Product, provide medica information, and target multiple audiences. Examples include a Ce promotional content and links to chat rooms, e-mail or related me --------------------------------------------------------------------------------------------------------Advisory Panels/Thought Leader Panels

EXHIBIT 3.6

EXHIBIT 3.6 Cost of Sample Packs
1999 SIZE ---1 CASE* PRICE ----[* The confidential material contained herein has been omitted and has been separately filed with the Commission.]

* 40 cartons, each containing a 40 count bottle of 4 mg. Delivery F.O.B. Abbott facility

EXHIBIT 3.8 Members of Collaboration Committee ABBOTT [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] CEPHALON [* The confidential material contained herein has been omitted and has been separately filed with the Commission.]

EXHIBIT 4.2 Cephalon and Abbott Company Identifications (Names) and/or Logos ABBOTT ABBOTT LABORATORIES ABBOTT LABORATORIES INC. ABBOTT GABITRIL(R) FILMTAB(R) [LOGO] [LOGO] Cephalon

EXHIBIT 16.3 Cephalon Trademarks. Company Identifications (Names) and Logos [LOGO] Cephalon

EXHIBIT 3.8 Members of Collaboration Committee ABBOTT [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] CEPHALON [* The confidential material contained herein has been omitted and has been separately filed with the Commission.]

EXHIBIT 4.2 Cephalon and Abbott Company Identifications (Names) and/or Logos ABBOTT ABBOTT LABORATORIES ABBOTT LABORATORIES INC. ABBOTT GABITRIL(R) FILMTAB(R) [LOGO] [LOGO] Cephalon

EXHIBIT 16.3 Cephalon Trademarks. Company Identifications (Names) and Logos [LOGO] Cephalon

EXHIBIT 18.7 Alternative Dispute Resolution The parties recognize that a bona fide dispute as to certain matters may arise from time to time during the term of this Agreement which relates to either party's rights and/or obligations. To have such a dispute resolved by this Alternative Dispute Resolution (ADR) provision, a party must send written notice of the dispute to the other party for attempted resolution by good faith negotiations between their respective presidents (or their equivalents) of the affected subsidiaries, divisions, or business units within twenty-eight (28) days after such notice is received (all references to "days" in this ADR provision are to calendar days). If the matter has not been resolved within twenty-eight (28) days of the notice of the dispute, or if the parties fail to meet within such twenty-eight (28) days, either party may initiate an ADR proceeding as provided herein. The parties shall have the right to be represented by counsel in such a proceeding. 1. To begin an ADR proceeding, a party shall provide written notice to the other party of the issues to be

EXHIBIT 4.2 Cephalon and Abbott Company Identifications (Names) and/or Logos ABBOTT ABBOTT LABORATORIES ABBOTT LABORATORIES INC. ABBOTT GABITRIL(R) FILMTAB(R) [LOGO] [LOGO] Cephalon

EXHIBIT 16.3 Cephalon Trademarks. Company Identifications (Names) and Logos [LOGO] Cephalon

EXHIBIT 18.7 Alternative Dispute Resolution The parties recognize that a bona fide dispute as to certain matters may arise from time to time during the term of this Agreement which relates to either party's rights and/or obligations. To have such a dispute resolved by this Alternative Dispute Resolution (ADR) provision, a party must send written notice of the dispute to the other party for attempted resolution by good faith negotiations between their respective presidents (or their equivalents) of the affected subsidiaries, divisions, or business units within twenty-eight (28) days after such notice is received (all references to "days" in this ADR provision are to calendar days). If the matter has not been resolved within twenty-eight (28) days of the notice of the dispute, or if the parties fail to meet within such twenty-eight (28) days, either party may initiate an ADR proceeding as provided herein. The parties shall have the right to be represented by counsel in such a proceeding. 1. To begin an ADR proceeding, a party shall provide written notice to the other party of the issues to be resolved by ADR. Within fourteen (14) days after receipt of such notice, the other party may, by written notice to the party initiating the ADR, add additional issues to be resolved within the same ADR. 2. Within twenty-one (21) days following receipt of the original ADR notice, the parties shall select a mutually acceptable neutral to preside in the resolution of any disputes in this ADR proceeding. If the parties are unable to agree on a mutually acceptable neutral within such period, either party may request the President of the CPR Institute for Dispute Resolution (CPR), 366 Madison Avenue, 14th Floor, New York, New York 10017, to select a neutral pursuant to the following procedures: (a) The CPR shall submit to the parties a list of not less than five (5) candidates within fourteen (14) days after receipt of the request, along with a Curriculum Vitae for each candidate. No candidate shall be an employee, director, or shareholder of either party or any of their subsidiaries or affiliates. (b) Such list shall include a statement of disclosure by each candidate of any circumstance likely to affect his or her impartiality.

EXHIBIT 16.3 Cephalon Trademarks. Company Identifications (Names) and Logos [LOGO] Cephalon

EXHIBIT 18.7 Alternative Dispute Resolution The parties recognize that a bona fide dispute as to certain matters may arise from time to time during the term of this Agreement which relates to either party's rights and/or obligations. To have such a dispute resolved by this Alternative Dispute Resolution (ADR) provision, a party must send written notice of the dispute to the other party for attempted resolution by good faith negotiations between their respective presidents (or their equivalents) of the affected subsidiaries, divisions, or business units within twenty-eight (28) days after such notice is received (all references to "days" in this ADR provision are to calendar days). If the matter has not been resolved within twenty-eight (28) days of the notice of the dispute, or if the parties fail to meet within such twenty-eight (28) days, either party may initiate an ADR proceeding as provided herein. The parties shall have the right to be represented by counsel in such a proceeding. 1. To begin an ADR proceeding, a party shall provide written notice to the other party of the issues to be resolved by ADR. Within fourteen (14) days after receipt of such notice, the other party may, by written notice to the party initiating the ADR, add additional issues to be resolved within the same ADR. 2. Within twenty-one (21) days following receipt of the original ADR notice, the parties shall select a mutually acceptable neutral to preside in the resolution of any disputes in this ADR proceeding. If the parties are unable to agree on a mutually acceptable neutral within such period, either party may request the President of the CPR Institute for Dispute Resolution (CPR), 366 Madison Avenue, 14th Floor, New York, New York 10017, to select a neutral pursuant to the following procedures: (a) The CPR shall submit to the parties a list of not less than five (5) candidates within fourteen (14) days after receipt of the request, along with a Curriculum Vitae for each candidate. No candidate shall be an employee, director, or shareholder of either party or any of their subsidiaries or affiliates. (b) Such list shall include a statement of disclosure by each candidate of any circumstance likely to affect his or her impartiality. (c) Each party shall number the candidates in order of preference (with the number one (1) signifying the greatest preference) and shall deliver the list to the CPR within seven (7) days following receipt of the list of candidates. If a party believes a conflict of interest exists regarding any of the candidates, the party shall provide a written explanation of the conflict to the CPR along with its list showing its order of preference for the candidates. Any party failing to return a list of preferences on time shall be deemed to have no order of preference. (d) If the parties collectively have identified fewer than three (3) candidates deemed to have conflicts, the CPR shall designate as neutral the candidate for whom the parties collectively have indicated the greatest preference. If a tie shall result between two candidates, the CPR may designate either candidate. If the parties collectively have identified three (3) or more candidates deemed to have conflicts, the CPR shall review the explanations regarding conflicts, and, in its sole discretion, may either (i) immediately designate as the neutral the candidate for whom the parties collectively have indicated the greatest preference, or (ii) issue a new list of not less than five (5) candidates, in which case the procedures set forth in subparagraphs 2(a) - 2(d) shall be repeated. 3. No earlier than twenty-eight (28) days or later than fifty-six (56) days after the selection, the neutral shall hold a hearing to resolve each of the issues identified by the parties. The ADR proceeding shall take place at a location agreed upon by the parties. If the parties cannot agree, the neutral

EXHIBIT 18.7 Alternative Dispute Resolution The parties recognize that a bona fide dispute as to certain matters may arise from time to time during the term of this Agreement which relates to either party's rights and/or obligations. To have such a dispute resolved by this Alternative Dispute Resolution (ADR) provision, a party must send written notice of the dispute to the other party for attempted resolution by good faith negotiations between their respective presidents (or their equivalents) of the affected subsidiaries, divisions, or business units within twenty-eight (28) days after such notice is received (all references to "days" in this ADR provision are to calendar days). If the matter has not been resolved within twenty-eight (28) days of the notice of the dispute, or if the parties fail to meet within such twenty-eight (28) days, either party may initiate an ADR proceeding as provided herein. The parties shall have the right to be represented by counsel in such a proceeding. 1. To begin an ADR proceeding, a party shall provide written notice to the other party of the issues to be resolved by ADR. Within fourteen (14) days after receipt of such notice, the other party may, by written notice to the party initiating the ADR, add additional issues to be resolved within the same ADR. 2. Within twenty-one (21) days following receipt of the original ADR notice, the parties shall select a mutually acceptable neutral to preside in the resolution of any disputes in this ADR proceeding. If the parties are unable to agree on a mutually acceptable neutral within such period, either party may request the President of the CPR Institute for Dispute Resolution (CPR), 366 Madison Avenue, 14th Floor, New York, New York 10017, to select a neutral pursuant to the following procedures: (a) The CPR shall submit to the parties a list of not less than five (5) candidates within fourteen (14) days after receipt of the request, along with a Curriculum Vitae for each candidate. No candidate shall be an employee, director, or shareholder of either party or any of their subsidiaries or affiliates. (b) Such list shall include a statement of disclosure by each candidate of any circumstance likely to affect his or her impartiality. (c) Each party shall number the candidates in order of preference (with the number one (1) signifying the greatest preference) and shall deliver the list to the CPR within seven (7) days following receipt of the list of candidates. If a party believes a conflict of interest exists regarding any of the candidates, the party shall provide a written explanation of the conflict to the CPR along with its list showing its order of preference for the candidates. Any party failing to return a list of preferences on time shall be deemed to have no order of preference. (d) If the parties collectively have identified fewer than three (3) candidates deemed to have conflicts, the CPR shall designate as neutral the candidate for whom the parties collectively have indicated the greatest preference. If a tie shall result between two candidates, the CPR may designate either candidate. If the parties collectively have identified three (3) or more candidates deemed to have conflicts, the CPR shall review the explanations regarding conflicts, and, in its sole discretion, may either (i) immediately designate as the neutral the candidate for whom the parties collectively have indicated the greatest preference, or (ii) issue a new list of not less than five (5) candidates, in which case the procedures set forth in subparagraphs 2(a) - 2(d) shall be repeated. 3. No earlier than twenty-eight (28) days or later than fifty-six (56) days after the selection, the neutral shall hold a hearing to resolve each of the issues identified by the parties. The ADR proceeding shall take place at a location agreed upon by the parties. If the parties cannot agree, the neutral

shall designate a location other than the principle place of business of either party or any of their subsidiaries or affiliates. 4. At least seven (7) days prior to the hearing, each party shall submit the following to the other party and the neutral: (a) a copy of all exhibits on which such party intends to rely in any oral or written presentation to the neutral;

shall designate a location other than the principle place of business of either party or any of their subsidiaries or affiliates. 4. At least seven (7) days prior to the hearing, each party shall submit the following to the other party and the neutral: (a) a copy of all exhibits on which such party intends to rely in any oral or written presentation to the neutral; (b) a list of any witnesses such party intends to call at the hearing, and a short summary of the anticipated testimony of each witness; (c) a proposed ruling on each issue to be resolved, together with a request for a specific damage award or other remedy for each issue. The proposed rulings and remedies shall not contain any recitation of the facts or any legal arguments and shall not exceed one (1) page per issue. (d) a brief in support of each party's proposed rulings and remedies provided that the brief shall not exceed twenty (20) pages. This page limitation shall apply regardless of the number of issues raised in the ADR proceeding. Except as expressly set forth in subparagraphs 4(a) - 4(d), no discovery shall be required or permitted by any means, including depositions, interrogatories, requests for admissions, or production of documents. 5. The hearing shall be conducted on two (2) consecutive days and shall be governed by the following rules: (a) Each party shall be entitled to five (5) hours of hearing time to present its case. The neutral shall determine whether each party has had the five (5) hours to which it is entitled. (b) Each party shall be entitled, but not required, to make an opening statement, to present regular and rebuttal testimony, documents or other evidence, to cross-examine witnesses, and to make a closing argument. Crossexamination of witnesses shall occur immediately after their direct testimony, and cross examination shall be charged against the party conducting the cross-examination. (c) The party initiating the ADR shall begin the hearing and, if it chooses to make an opening statement, shall address not only issues it raised but also any issues raised by the responding party. The responding party, if it chooses to make an opening statement, also shall address all issues raised in the ADR. Thereafter, the presentation of regular and rebuttal testimony and documents, other evidence, and closing arguments shall proceed in the same sequence. (d) Except when testifying, witnesses shall be excluded from the hearing until closing arguments. (e) Settlement negotiations, including any statements made therein, shall not be admissible under any circumstances. Affidavits prepared for purposes of the ADR hearing also shall not be admissible. As to all other matters, the neutral shall have sole discretion regarding the admissibility of any evidence. 6. Within seven (7) days following completion of the hearing, each party may submit to the other party and the neutral a post-hearing brief in support of its proposed rulings and remedies, provided that such brief shall not contain or discuss any new evidence and shall not exceed ten (10) pages. This page limitation shall apply regardless of the number of issues raised in the ADR proceeding. -2-

7. The neutral shall rule on each disputed issue within fourteen (14) days following completion of the hearing. Such ruling shall adopt in its entirety the proposed ruling and remedy of one of the parties on each disputed issue but may adopt one parties proposed rulings and remedies on some issues and the other party's proposed rulings and remedies on other issues. The neutral shall not issue any written opinion or otherwise explain the basis of the ruling.

7. The neutral shall rule on each disputed issue within fourteen (14) days following completion of the hearing. Such ruling shall adopt in its entirety the proposed ruling and remedy of one of the parties on each disputed issue but may adopt one parties proposed rulings and remedies on some issues and the other party's proposed rulings and remedies on other issues. The neutral shall not issue any written opinion or otherwise explain the basis of the ruling. 8. The neutral shall be paid a reasonable fee plus expenses. These fees and expenses, along with the reasonable legal fees and expenses of the prevailing party (including all expert witness fees and expenses), the fees and expenses of a court recorder, and any expenses for a hearing room, shall be paid as follows: (a) If the neutral rules in favor of one party on all disputed issues in the ADR, the losing party shall pay 100% of such fees and expenses. (b) If the neutral rules in favor of one party on some issues, and the other party on other issues, the neutral shall issue with the rulings a written determination as to how such fees and expenses shall be allocated between the parties. The neutral shall allocate the fees and expenses in a way that bears a reasonable relationship to the outcome of the ADR, with the party prevailing on more issues, or on issues of greater value or gravity, recovering a relatively larger share of its legal fees and expenses. 9. The rulings of the neutral and the allocation of fees and expenses shall be binding, non-reviewable, and nonappealable, and may be entered as a final judgment in any court having jurisdiction. 10. Except as provided in paragraph 9 or as required by law, the existence of the dispute, any settlement negotiations, the ADR hearing, any submissions (including exhibits, testimony, proposed rulings, and briefs), and the rulings shall be deemed Confidential Information. The neutral shall have the authority to impose sanctions for unauthorized disclosure of Confidential Information. -3-

Exhibit 10.14 JOINT RESEARCH, DEVELOPMENT AND LICENSE AGREEMENT This Joint Research, Development and License Agreement (the "Agreement") is made and shall be effective as of May 28, 1999 by and between Cephalon, Inc., a Delaware corporation with its principal place of business located at 145 Brandywine Parkway, West Chester, Pennsylvania 19380-4245, U.S.A. ("Cephalon") and H. Lundbeck A/S, a Danish corporation with its principal place of business located at 9 Ottiliavej, DK-2500 Valby, Copenhagen, Denmark ("Lundbeck"). WITNESSETH: WHEREAS, Kyowa Hakko Kogyo, Co. Ltd. ("Kyowa") granted to Cephalon the right to develop, use and sell pharmaceutical products containing the Substance, KT7515 (a derivative of K252a), under the terms and conditions of a license agreement ("Kyowa License") dated May 15, 1992, as amended; said right, including the right to sublicense, being exclusive in the United States of America ("U.S.") and semi-exclusive in the rest of the world; WHEREAS, Cephalon wishes to grant, and Lundbeck wishes to accept, an exclusive sublicense under the Kyowa License, in that certain territory to be defined herein, to a product developed by Cephalon that is based on KT7515 and shall be known hereinafter as CEP-1347; WHEREAS, the Parties intend to enter into discussions with Kyowa with the objective of restructuring certain existing territorial marketing rights covering CEP-1347 so that, pending the outcome of such discussions, Cephalon would hold exclusive marketing rights in North America and Lundbeck would hold exclusive marketing rights in Europe; WHEREAS, Cephalon, independent of Kyowa, has developed a chemical platform of fused pyrrolocarbazole

Exhibit 10.14 JOINT RESEARCH, DEVELOPMENT AND LICENSE AGREEMENT This Joint Research, Development and License Agreement (the "Agreement") is made and shall be effective as of May 28, 1999 by and between Cephalon, Inc., a Delaware corporation with its principal place of business located at 145 Brandywine Parkway, West Chester, Pennsylvania 19380-4245, U.S.A. ("Cephalon") and H. Lundbeck A/S, a Danish corporation with its principal place of business located at 9 Ottiliavej, DK-2500 Valby, Copenhagen, Denmark ("Lundbeck"). WITNESSETH: WHEREAS, Kyowa Hakko Kogyo, Co. Ltd. ("Kyowa") granted to Cephalon the right to develop, use and sell pharmaceutical products containing the Substance, KT7515 (a derivative of K252a), under the terms and conditions of a license agreement ("Kyowa License") dated May 15, 1992, as amended; said right, including the right to sublicense, being exclusive in the United States of America ("U.S.") and semi-exclusive in the rest of the world; WHEREAS, Cephalon wishes to grant, and Lundbeck wishes to accept, an exclusive sublicense under the Kyowa License, in that certain territory to be defined herein, to a product developed by Cephalon that is based on KT7515 and shall be known hereinafter as CEP-1347; WHEREAS, the Parties intend to enter into discussions with Kyowa with the objective of restructuring certain existing territorial marketing rights covering CEP-1347 so that, pending the outcome of such discussions, Cephalon would hold exclusive marketing rights in North America and Lundbeck would hold exclusive marketing rights in Europe; WHEREAS, Cephalon, independent of Kyowa, has developed a chemical platform of fused pyrrolocarbazole compounds ("FP" or "FPs") believed to have potential efficacy in treating diseases of the nervous system; WHEREAS, Cephalon wishes to grant, and Lundbeck wishes to accept, an exclusive license in that certain territory to be defined herein to such class of FPs including, without limitation, those FPs known as CEP-5229, CEP-5732, CEP-6107, CEP-6141, CEP-5283, CEP-5398, CEP-5567 and CEP-5280 for use as provided herein; WHEREAS, Cephalon and Lundbeck desire to enter into a research and development collaboration to identify, develop and commercialize compounds for uses related to diseases of the nervous system; and WHEREAS, Cephalon and Lundbeck desire to establish commercial licensing and supply arrangements under which Cephalon Licensed Products and Kyowa Licensed Products (as defined below) will be marketed and sold exclusively by Lundbeck in the Territory (as defined 1

below), and Lundbeck Licensed Products (as defined below) will be marketed and sold exclusively by Cephalon outside the Territory. NOW, THEREFORE, for good and valuable consideration, the adequacy of which is hereby affirmed, the parties hereby agree as follows. Article 1. Definitions. Terms that are capitalized as defined terms in this Agreement shall have the meanings set forth below, and defined terms may be used in their singular and plural sense: 1.1 "Affiliate" shall mean any individual or entity directly or indirectly controlling, controlled by or under common control with, a Party to this Agreement. Without limiting the foregoing, the direct or indirect ownership of fifty percent (50%) or more of the outstanding voting securities of an entity, or the right to receive fifty percent (50%) or more of the profits or earnings of an entity, or the right to control the policy decisions of a person or entity,

below), and Lundbeck Licensed Products (as defined below) will be marketed and sold exclusively by Cephalon outside the Territory. NOW, THEREFORE, for good and valuable consideration, the adequacy of which is hereby affirmed, the parties hereby agree as follows. Article 1. Definitions. Terms that are capitalized as defined terms in this Agreement shall have the meanings set forth below, and defined terms may be used in their singular and plural sense: 1.1 "Affiliate" shall mean any individual or entity directly or indirectly controlling, controlled by or under common control with, a Party to this Agreement. Without limiting the foregoing, the direct or indirect ownership of fifty percent (50%) or more of the outstanding voting securities of an entity, or the right to receive fifty percent (50%) or more of the profits or earnings of an entity, or the right to control the policy decisions of a person or entity, shall be deemed to constitute control. 1.2 "At Cost" shall mean all direct and indirect costs incurred in the manufacturing, testing and storage of Development Compounds and Licensed Products, as such terms are defined herein (allocated to the production of such Development Compounds and Licensed Products, as the case may be, in a fair and equitable manner in conformance with generally accepted accounting principles, consistently applied with those established with respect to other products), with such costs including, but not limited to: (a) direct variable costs (e.g., excipients, packing material, wages); (b) allocated semi-variable costs (e.g., wages and salaries of supervisors, laboratory technicians and service personnel, other personnel costs, repair and maintenance of machinery, stock material used internally, stationary and acquisitions); (c) fixed costs (e.g., wages and salaries of Director of Production, staff, head of departments, supervisors and laboratory technicians, and other personnel costs); and (d) distributed costs (e.g., rent, energy); (e) an allocation for overhead in an amount equal to forty percent (40%) of the aforementioned Costs as herein defined; provided, however, that if a Party engages a toll manufacturer or otherwise incurs costs due to the payment of an invoice submitted by a third party in connection with services rendered in connection with this Agreement, then "At Cost" with respect to such services shall mean the amount(s) set forth on said invoice(s) and paid by the applicable Party, all provided that the third party has been engaged on competitive terms. 2

1.3 "Backup Compounds" shall mean each set of Compounds, as such term is defined herein, that fulfill those same criteria set forth by the Joint Management Team (or "JMT," as defined herein) that enable a Compound to qualify as a Development Compound, whether or not such Backup Compounds actually are selected by the JMT for preclinical, clinical and commercial development. The precise number of Backup Compounds in a set, as well as their respective selection criteria, shall be determined by the JMT. It is the intention of the Parties that such Backup Compounds initially shall be held in reserve and subsequently may be designated and developed as Development Compounds. 1.4 "CEP-1347" shall mean a certain indolocarbazole compound for which development and commercialization rights have been granted to Cephalon pursuant to the Kyowa License. The chemical formula of CEP-1347 is as set forth on Exhibit B. 1.5 "Cephalon Compounds" shall mean Compounds (as defined herein) other than Joint Compounds and Lundbeck Compounds.

1.3 "Backup Compounds" shall mean each set of Compounds, as such term is defined herein, that fulfill those same criteria set forth by the Joint Management Team (or "JMT," as defined herein) that enable a Compound to qualify as a Development Compound, whether or not such Backup Compounds actually are selected by the JMT for preclinical, clinical and commercial development. The precise number of Backup Compounds in a set, as well as their respective selection criteria, shall be determined by the JMT. It is the intention of the Parties that such Backup Compounds initially shall be held in reserve and subsequently may be designated and developed as Development Compounds. 1.4 "CEP-1347" shall mean a certain indolocarbazole compound for which development and commercialization rights have been granted to Cephalon pursuant to the Kyowa License. The chemical formula of CEP-1347 is as set forth on Exhibit B. 1.5 "Cephalon Compounds" shall mean Compounds (as defined herein) other than Joint Compounds and Lundbeck Compounds. 1.6 "Cephalon Know-How" shall mean Know-How that is proprietary to Cephalon. 1.7 "Cephalon Licensed Products" shall mean pharmaceutical products that contain Cephalon Compounds. 1.8 "Cephalon Patent Rights" shall mean Patent Rights that are proprietary to Cephalon. 1.9 "Cephalon Technology" shall mean Technology that is proprietary to Cephalon. With respect to CEP-1347, Cephalon Technology includes the drug development dossier related to the filing of an investigational new drug application by Cephalon that supports short-term clinical studies; as well as any Cephalon Patent Rights and Cephalon Know-How to the extent that it relates to the synthesis, composition and uses of CEP-1347 in the Field. 1.10 "Compounds" shall mean: (a) Subject to the exclusions set forth below, "Compounds" shall include (i) CEP-1347; (ii) FPs that inhibit the same Targets (as such term is defined herein) as does CEP-1347 including, without limitation, CEP-5229, CEP-5732, CEP-6107, CEP-6141, CEP-5283, CEP-5398, CEP-5567, CEP5280; (iii) FPs that act upon any other Targets that may be selected by the JMT (as defined below); and (iv) chemical entities other than FPs that are selected pursuant to the unanimous consent of the Parties, and act upon Target(s) in the Field. For purposes of this subsection, an FP or other chemical entity shall be deemed to be a Compound only insofar as it has been conceived prior to the end of the Research Program and synthesized prior to the later of (i) one (1) year following the date of conception; and (ii) the end of the Research Program. Any such chemical entities that act upon a Target and fulfill potency criteria established by the JMT, but fail to meet the selectivity requirements established by the JMT or would otherwise be excluded as "Compounds" under the terms of subsection 1.10(b) below, nevertheless may be 3

designated by the JMT to be "Compounds" so long as such chemical entities are not covered by the terms of any then-existing third party obligations of Cephalon. (b) Notwithstanding the foregoing, "Compounds" shall not include any chemical entities (whether or not FPs) which (i) are subject to any outstanding third party obligations of Cephalon, as set forth on Exhibit C hereto; or (ii) predominantly inhibit the biological activity, with an IC/50/ less than 50 nM, of the following tyrosine kinases and receptors: nerve growth factor receptors (e.g., trkA, trkB, trkC and homologues thereof), vascular endothelial growth factor receptors (e.g., VEGFR1, VEGFR2 and homologues thereof), and glial derived neurotrophic factor receptors (e.g., ret and its associated GFRa1, GFRa2, GFRa3, and GFRa4 accessory receptors and homologues thereof). Any such chemical entities that are deemed to fall outside the definition of Compounds as a result of the application of this subsection 1.10(b) shall remain the sole and exclusive property of Cephalon, and will not be subject to the terms and conditions hereof. 1.11 "Development Compounds" shall mean Compounds that meet the criteria established, and are selected, by

designated by the JMT to be "Compounds" so long as such chemical entities are not covered by the terms of any then-existing third party obligations of Cephalon. (b) Notwithstanding the foregoing, "Compounds" shall not include any chemical entities (whether or not FPs) which (i) are subject to any outstanding third party obligations of Cephalon, as set forth on Exhibit C hereto; or (ii) predominantly inhibit the biological activity, with an IC/50/ less than 50 nM, of the following tyrosine kinases and receptors: nerve growth factor receptors (e.g., trkA, trkB, trkC and homologues thereof), vascular endothelial growth factor receptors (e.g., VEGFR1, VEGFR2 and homologues thereof), and glial derived neurotrophic factor receptors (e.g., ret and its associated GFRa1, GFRa2, GFRa3, and GFRa4 accessory receptors and homologues thereof). Any such chemical entities that are deemed to fall outside the definition of Compounds as a result of the application of this subsection 1.10(b) shall remain the sole and exclusive property of Cephalon, and will not be subject to the terms and conditions hereof. 1.11 "Development Compounds" shall mean Compounds that meet the criteria established, and are selected, by the JMT to be Development Compounds, unless and until said Compounds are otherwise excluded from further development by the JMT in accordance with the terms of Section 3.2 below. 1.12 "Development Program" shall mean a program including, but not limited to, preclinical, clinical, scale-up manufacturing and commercial development of a Development Compound conducted by the Parties pursuant to this Agreement primarily with the intent, and for the purpose, of generating data for submission to regulatory authorities in support of an application for governmental approval necessary to permit the commercialization of a Licensed Product. 1.13 "Effective Date" shall mean the date hereof. 1.14 "Field" shall mean the treatment of diseases of the nervous system. 1.15 "FTE" shall mean a full time equivalent employee. 1.16 "Initial Research Term" shall mean the initial three (3) year period of the Research Program, commencing upon the Effective Date of this Agreement. 1.17 "Joint Compounds" shall mean Compounds (as defined herein) that have been conceived or reduced to practice jointly, as determined by the patent laws of the United States, by Cephalon and Lundbeck during the conduct of the Research Program. 1.18 "Joint Know-How" shall mean Know-How that is proprietary jointly to both Parties. 1.19 "Joint Licensed Products" shall mean all pharmaceutical products that contain Joint Compounds. 4

1.20 "Joint Patents" shall mean all Patent Rights that are proprietary jointly to both Parties. 1.21 "Joint Technology" shall mean Technology that is proprietary jointly to both Parties. 1.22 "Joint Management Team" or "JMT" shall mean the group of research, development, and commercial executives collectively designated to serve in such capacity by each of Cephalon and Lundbeck. 1.23 "Know-How" shall mean know-how, trade secrets, Targets, inventions, discoveries, technical information (including preclinical data and clinical results), formulae, processes, expert opinions, data, and other confidential and proprietary information, other than Kyowa Technology, owned, controlled or licensed (with the right to assign or sublicense) by either Party or any of its Affiliates, to the extent that it relates to the conduct of the Research Program or a Development Program, or to the composition, manufacture or use of Compounds or Licensed Products. 1.24 "Kyowa Licensed Products" shall mean all pharmaceutical products that contain CEP-1347.

1.20 "Joint Patents" shall mean all Patent Rights that are proprietary jointly to both Parties. 1.21 "Joint Technology" shall mean Technology that is proprietary jointly to both Parties. 1.22 "Joint Management Team" or "JMT" shall mean the group of research, development, and commercial executives collectively designated to serve in such capacity by each of Cephalon and Lundbeck. 1.23 "Know-How" shall mean know-how, trade secrets, Targets, inventions, discoveries, technical information (including preclinical data and clinical results), formulae, processes, expert opinions, data, and other confidential and proprietary information, other than Kyowa Technology, owned, controlled or licensed (with the right to assign or sublicense) by either Party or any of its Affiliates, to the extent that it relates to the conduct of the Research Program or a Development Program, or to the composition, manufacture or use of Compounds or Licensed Products. 1.24 "Kyowa Licensed Products" shall mean all pharmaceutical products that contain CEP-1347. 1.25 "Kyowa Technology" shall mean the patent rights, including all U.S. patent applications and issued patents owned or controlled by Kyowa and its Affiliates covering the composition, manufacture or use of CEP-1347 (as well as the use of K252a solely in connection with the manufacture of CEP-1347) including but not limited to any provisionals, divisionals, continuations, continuations-in-part, reissues, reexaminations, extensions derived therefrom, as well as all foreign patent applications, granted foreign patents and all counterparts thereof including, but not limited to, supplemental protection certificates, administrative protection certificates (or other governmental actions) which provide exclusive rights to the patent holders in the patented subject matter, manufacturing rights, and know-how relating to K252a and CEP-1347 to the extent that they have been granted to Cephalon pursuant to the Kyowa License. A copy of the Kyowa License is attached hereto as Exhibit D. 1.26 "Licensed Products" shall mean Cephalon Licensed Products, Kyowa Licensed Products, and Lundbeck Licensed Products. 1.27 "Lundbeck Compounds" shall mean Compounds (as defined herein) that have been conceived or reduced to practice solely by Lundbeck. 1.28 "Lundbeck Licensed Products" shall mean all pharmaceutical products that contain Lundbeck Compounds. 1.29 "Lundbeck Know-How" shall mean Know-How that is proprietary to, or licensed by, Lundbeck. 5

1.30 "Lundbeck Patent Rights" shall mean Patent Rights that are proprietary to, or licensed by, Lundbeck. 1.31 "Lundbeck Technology" shall mean Technology that is proprietary to, or licensed by, Lundbeck. 1.32 "Marketing Authorization Application" or "MAA" shall mean an application seeking the approval of the competent regulatory authority in any country in the Territory (including, without limitation, the European Medicines Evaluation Agency or "EMEA") to enable one of the Parties (or an Affiliate or assignee thereof) to market a Cephalon Licensed Product or a Kyowa Licensed Product. 1.33 "Net Sales" shall mean the gross receipts derived in arms-length transactions from the sale of Licensed Products in the Territory by Lundbeck (or by its Affiliates, sublicensees, distributors or other authorized third parties holding rights granted by Lundbeck to market and sell Cephalon Licensed Products or Kyowa Licensed Products under this Agreement) to independent third parties in the Territory, less an amount equal to three percent (3%) of such gross receipts which amount shall be deducted in lieu of deducting any actual amounts for transportation or insurance charges, taxes and duties, discounts, allowances, rebates and commissions, or any other customary deductions which might otherwise be taken. Sales between or among Lundbeck and its Affiliates (or sublicensees, distributors or other authorized third party marketers) shall be excluded from the computation of gross receipts hereunder except where such Affiliates (or sublicensees or other authorized third party marketers) are end users, but gross receipts shall include the subsequent final sales to third parties by such Affiliates (or

1.30 "Lundbeck Patent Rights" shall mean Patent Rights that are proprietary to, or licensed by, Lundbeck. 1.31 "Lundbeck Technology" shall mean Technology that is proprietary to, or licensed by, Lundbeck. 1.32 "Marketing Authorization Application" or "MAA" shall mean an application seeking the approval of the competent regulatory authority in any country in the Territory (including, without limitation, the European Medicines Evaluation Agency or "EMEA") to enable one of the Parties (or an Affiliate or assignee thereof) to market a Cephalon Licensed Product or a Kyowa Licensed Product. 1.33 "Net Sales" shall mean the gross receipts derived in arms-length transactions from the sale of Licensed Products in the Territory by Lundbeck (or by its Affiliates, sublicensees, distributors or other authorized third parties holding rights granted by Lundbeck to market and sell Cephalon Licensed Products or Kyowa Licensed Products under this Agreement) to independent third parties in the Territory, less an amount equal to three percent (3%) of such gross receipts which amount shall be deducted in lieu of deducting any actual amounts for transportation or insurance charges, taxes and duties, discounts, allowances, rebates and commissions, or any other customary deductions which might otherwise be taken. Sales between or among Lundbeck and its Affiliates (or sublicensees, distributors or other authorized third party marketers) shall be excluded from the computation of gross receipts hereunder except where such Affiliates (or sublicensees or other authorized third party marketers) are end users, but gross receipts shall include the subsequent final sales to third parties by such Affiliates (or sublicensees or other authorized third party marketers). Where (i) Cephalon Licensed Products and/or Kyowa Licensed Products are sold as one of a number of items without a separate price; or (ii) the consideration for the Cephalon Licensed Products and/or Kyowa Licensed Products shall include any non-cash element; or (iii) the Cephalon Licensed Products and/or Kyowa Licensed Products shall be transferred in any manner other than an invoiced sale, except for Cephalon Licensed Products and/or Kyowa Licensed Products transferred as samples or any other similar transfer for promotional purposes usually made in the relevant part of the Territory, the gross receipts applicable to any such transaction shall be deemed to be Lundbeck's average gross receipts for the applicable quantity of Cephalon Licensed Products and/or Kyowa Licensed Products at that time in the country in which the transaction occurred. If there are no independent gross receipts of Cephalon Licensed Products and/or Kyowa Licensed Products in the country at that time, then Lundbeck and Cephalon shall mutually agree on a surrogate measure to be used in lieu thereof. 1.34 "Party" or "Parties" shall mean Cephalon and/or Lundbeck, as the case may be. 1.35 "Patent Rights" shall mean all patent applications (whether in preparation or filed) and issued patents, owned, controlled or licensed (with the right to assign or sublicense) by a Party or Parties to this Agreement (or an Affiliate thereof) covering the assays, Targets, processes, composition, manufacture or use of any Compound (as well as any Know-How that may be 6

patentable) that are owned by one or both of the Parties, including but not limited to any provisionals, divisionals, continuations, continuations-in-part, reissues, reexaminations, extensions derived therefrom, as well as all foreign patent applications, granted patents and all counterparts thereof including, but not limited to, substitutions, confirmations, registrations, revalidations, supplemental protection certificates, administrative protection certificates (or other governmental actions) which provide exclusive rights to the patent holders in the patented subject matter. All such Cephalon Patent Rights in existence as of the Effective Date shall be as set forth on Exhibit A hereto. 1.36 "Research Program" shall mean the program of preclinical discovery research that will focus on the selection and validation of Targets and the discovery and evaluation of Compounds in the Field, all to be conducted by the Parties under the terms of this Agreement as more fully described in Exhibit E hereto. 1.37 "Target" or "Targets" shall mean a component of the human nervous system, which component in its function or malfunction is involved in treating, or otherwise relates to, diseases in the Field. More specifically, Targets will be defined in terms of their respective protein or genetic sequence(s), molecular structure(s), biochemical activity, binding of ligand(s) or interaction with other components of the human nervous system.

patentable) that are owned by one or both of the Parties, including but not limited to any provisionals, divisionals, continuations, continuations-in-part, reissues, reexaminations, extensions derived therefrom, as well as all foreign patent applications, granted patents and all counterparts thereof including, but not limited to, substitutions, confirmations, registrations, revalidations, supplemental protection certificates, administrative protection certificates (or other governmental actions) which provide exclusive rights to the patent holders in the patented subject matter. All such Cephalon Patent Rights in existence as of the Effective Date shall be as set forth on Exhibit A hereto. 1.36 "Research Program" shall mean the program of preclinical discovery research that will focus on the selection and validation of Targets and the discovery and evaluation of Compounds in the Field, all to be conducted by the Parties under the terms of this Agreement as more fully described in Exhibit E hereto. 1.37 "Target" or "Targets" shall mean a component of the human nervous system, which component in its function or malfunction is involved in treating, or otherwise relates to, diseases in the Field. More specifically, Targets will be defined in terms of their respective protein or genetic sequence(s), molecular structure(s), biochemical activity, binding of ligand(s) or interaction with other components of the human nervous system. 1.38 "Technology" shall mean, collectively, Patent Rights and Know-How, but excluding Kyowa Technology. For purposes of clarification, the term Technology expressly excludes any Patent Rights and Know-How that either Party may license from a third party after the Effective Date of this Agreement, unless (i) such Party is permitted to grant a sublicense or other rights thereunder to the other Party; and (ii) the sublicensing Party shall have executed and delivered a sublicense or other agreement in a form reasonably required in connection therewith. 1.39 "Territory" shall mean generally the regions of Europe, the Middle East, and South America (including, without limitation, the countries within those regions listed in Exhibit F hereto), as well as the countries of Australia, New Zealand and South Africa. 1.40 "Valid Claim" shall mean a claim of an issued patent that has not lapsed or become abandoned or been declared invalid or unenforceable by a court or agency of competent jurisdiction from which no appeal can be or is taken. Article 2. Research and Development Programs 2.1 Research Activities. The Parties agree to conduct a joint Research Program as described in Exhibit E to discover and synthesize Compounds that act upon Target(s) and may have efficacy in the Field. Under the Research Program the Parties shall select and validate Targets, and evaluate Compounds as potential modulators of those Targets. For purposes of clarification, Lundbeck shall not use Cephalon Technology except in connection with the fulfillment of its obligations and furtherance of its rights established hereunder. The Research Program also may include studies relating to the potential efficacy of CEP-1347 in treating diseases in the Field, 7

concentrating on, but without being limited to, studies relating to the potential efficacy of CEP-1347 in treating

concentrating on, but without being limited to, studies relating to the potential efficacy of CEP-1347 in treating neurodegenerative diseases and the validation of key signaling kinases that act upon those Target(s) that are the same as those targeted by CEP-1347 in neural tissues. 2.2 Selection of Compounds and Compound Synthesis. In addition to those chemical entities defined as Compounds under the terms of Section 1.10 hereof, the Parties shall determine whether or not certain other chemical entities shall be deemed to be Compounds. For purposes of clarification, and subject to the grant of any rights hereunder, the Party holding proprietary rights to any such Compound(s) shall continue to hold all such rights in said Compound(s) during the pendency of this Agreement and following the termination thereof. 2.3 Extension of the Research Program. At the option of Lundbeck, the Research Program shall be extended for an additional term either of one (1) or two (2) twelve-month periods beyond the date of expiry of the Initial Research Term, with the level of financial support to be provided by Lundbeck to Cephalon during any such extension period to be established in accordance with the terms of Section 6.3 hereof. 2.4 Development Activities. The Parties agree jointly to conduct a Development Program for the use of CEP1347 to treat diseases in the Field, and of other Development Compounds as may be selected by the JMT. 2.5 Term of the Development Program. The Development Program shall continue for so long as the Parties agree, subject to the oversight and direction of the JMT, to pursue marketing approval for not less than one Development Compound. 2.6 Use of Research Materials. The Parties agree that all compositions, biological materials and animals used in the Research Program and the Development Program shall be used in compliance with all applicable laws and regulations. Article 3. Joint Management Team 3.1 Joint Management Team. The JMT shall consist of six (6) members, three (3) of whom shall be appointed by Cephalon and three (3) of whom shall be appointed by Lundbeck. Each Party may change its representatives to the JMT at its sole discretion. The JMT shall meet face-to-face at least two (2) times per year, and shall communicate regularly and no less frequently than once per calendar quarter. The first such meeting shall be held within ninety (90) days after the Effective Date. The location of the meetings shall alternate between the corporate headquarters of the Parties unless otherwise agreed to by the Parties. 3.2 Responsibilities of the JMT. The responsibilities of the JMT shall include: (a) Management of the Research Program. The JMT shall establish and may amend the scientific objectives of the Research Program from time to time and shall review the progress 8

of the Research Program. The JMT also shall guide the research activities of the Parties with respect to the Research Program. For example, the JMT shall determine the Target(s) and assay systems against which Compounds will be screened for use in the Field. At any time during the pendency of the Research Term, the JMT may change the Target(s), select additional Target(s) in the Field, or redefine the principal Target of CEP1347 or of any other Compound. (b) Selection of Development and Backup Compounds. The JMT shall develop a set of criteria by which a Compound shall be deemed to be either a Development Compound or a Backup Compound. Such criteria may be revised at the sole discretion of the JMT from time to time, but shall at least include references to biological activity levels associated with the Target(s), as well as customary pharmaceutical criteria (e.g., solubility, bioavailability and safety). Once a Compound has fulfilled the criteria set forth at a given time, the Compound shall remain classified as a Development Compound, or a Backup Compound, as the case may be, for purposes of this Agreement. In addition, Compounds that fail to meet such criteria for selection as a Development Compound or as a Backup Compound at any given time hereunder, may be reevaluated by the Parties against new Target(s) and thereafter may be designated by the JMT as a Development Compound or a Backup

of the Research Program. The JMT also shall guide the research activities of the Parties with respect to the Research Program. For example, the JMT shall determine the Target(s) and assay systems against which Compounds will be screened for use in the Field. At any time during the pendency of the Research Term, the JMT may change the Target(s), select additional Target(s) in the Field, or redefine the principal Target of CEP1347 or of any other Compound. (b) Selection of Development and Backup Compounds. The JMT shall develop a set of criteria by which a Compound shall be deemed to be either a Development Compound or a Backup Compound. Such criteria may be revised at the sole discretion of the JMT from time to time, but shall at least include references to biological activity levels associated with the Target(s), as well as customary pharmaceutical criteria (e.g., solubility, bioavailability and safety). Once a Compound has fulfilled the criteria set forth at a given time, the Compound shall remain classified as a Development Compound, or a Backup Compound, as the case may be, for purposes of this Agreement. In addition, Compounds that fail to meet such criteria for selection as a Development Compound or as a Backup Compound at any given time hereunder, may be reevaluated by the Parties against new Target(s) and thereafter may be designated by the JMT as a Development Compound or a Backup Compound on the basis of having met such revised selection criteria; provided however, that the JMT may not reevaluate any such Compound that (i) is proprietary to a Party, and (ii) following the initial evaluation thereof, has been selected by a Party for development outside the scope of this Agreement. (c) Catalogue of Compounds. The JMT shall maintain a complete list of all Compounds to be evaluated under the Research Program, which list shall specify the designation of all such Compounds either as Cephalon Compounds, Lundbeck Compounds or Joint Compounds. (d) Management of the Development Program. The JMT shall establish, periodically review, and modify as may be necessary and advisable, the preclinical, clinical and commercial objectives of a Development Program for each Development Compound from time to time. Promptly following the Effective Date, the JMT shall establish these objectives, and agree upon a projected budget (which will be revised and set forth in writing on an annual basis) and appropriate cost accounting methodologies for the Development Program. The JMT, in its sole discretion, also will manage and coordinate all development activities of the Parties with respect to the Development Program, including scheduling preclinical studies and clinical trials for Development Compounds; establishing milestones for the completion of Development Program objectives, including without limitation those relating to anticipated filing dates to an IND (or equivalent) filing and an MAA filing; nominating and selecting a Compound for development as a Development Compound; evaluating the progress of the Parties with respect to the Development Program; determining to end the development of a Development Compound or to designate a Backup Compound as a Development Compound; and generally ensuring that each Party exercises consistently its respective commercially reasonable diligence to undertake and complete in a timely manner the Development Program with respect to each Development Compound. 9

3.3 Decision Making by the JMT and Dispute Resolution. (a) Regardless of the number of individual members of the JMT that may attend any given meeting or proceeding, each Party shall be entitled to cast one vote on all matters to be determined by the JMT, and each such matter shall be governed by unanimous consent of the Parties. The Parties shall prepare and approve written minutes of all JMT meetings, not later than thirty (30) days after any such meeting(s). The Parties shall cooperate in implementing all decisions taken by the JMT. (b) If the JMT does not agree that any particular pre-clinical or clinical study is necessary for a Development Compound, either Party may conduct such a study at its own risk and expense. Data from such a study shall be made available to the other Party pursuant to Article 11. Notwithstanding the foregoing, neither Party may conduct a study that the other Party reasonably believes would jeopardize the regulatory approval or commercialization of any Development Compound worldwide. (c) Any matters otherwise within the discretion of the JMT which cannot be resolved by the JMT shall be subject to resolution as provided in Section 21.10.

3.3 Decision Making by the JMT and Dispute Resolution. (a) Regardless of the number of individual members of the JMT that may attend any given meeting or proceeding, each Party shall be entitled to cast one vote on all matters to be determined by the JMT, and each such matter shall be governed by unanimous consent of the Parties. The Parties shall prepare and approve written minutes of all JMT meetings, not later than thirty (30) days after any such meeting(s). The Parties shall cooperate in implementing all decisions taken by the JMT. (b) If the JMT does not agree that any particular pre-clinical or clinical study is necessary for a Development Compound, either Party may conduct such a study at its own risk and expense. Data from such a study shall be made available to the other Party pursuant to Article 11. Notwithstanding the foregoing, neither Party may conduct a study that the other Party reasonably believes would jeopardize the regulatory approval or commercialization of any Development Compound worldwide. (c) Any matters otherwise within the discretion of the JMT which cannot be resolved by the JMT shall be subject to resolution as provided in Section 21.10. Article 4. General Responsibilities of the Parties 4.1 General. The Parties agree to cooperate with each other in good faith to ensure the success of the Research Program and Development Program. The Parties agree to use commercially reasonable diligence to perform the tasks assigned to them by the JMT and to perform their other obligations pursuant to this Agreement, including without limitation the diligence requirements set forth in Section 8.2. However, nothing in this Agreement shall give either Party the authority to control or direct the activities of any employees or agents of the other Party. 4.2 Research and Development of Development Compounds. The conduct of, and expenses relating to, the Development Program (other than with respect to CEP-1347) shall be shared equally by the Parties. With respect to CEP-1347, the Parties will share equally all costs incurred under the Development Program except for (i) those costs incurred in connection with the activities described in Sections 4.3 and 4.4; and (ii) those costs specified in Section 6.4(a). 4.3 Process Development for CEP-1347. As contemplated under Section 9.1 hereof, Cephalon shall be responsible for supplying Lundbeck with sufficient quantities of K252a starting material. Promptly following the receipt by Lundbeck of such starting material as well as the Cephalon Technology, Lundbeck shall be responsible for the conduct and expenses associated with all chemical process development for CEP-1347. During the term of this Agreement Cephalon shall use its best efforts to make available to Lundbeck appropriate Cephalon personnel to transfer to Lundbeck all applicable Cephalon Technology and Kyowa Technology necessary for the production of CEP-1347. 10

4.4 Drug Development for CEP-1347. Unless otherwise agreed upon by the Parties, Lundbeck shall be responsible for conducting, and expenses incurred therewith, the following activities: (a) performing subchronic six-month drug safety studies in two (2) species pursuant to ICH guidelines; (b) filing an investigational new drug application ("IND"), or its equivalent with a regulatory authority of a member state of the European Union, for CEP-1347 in accordance with the schedule set forth in the Development Plan as defined by the JMT; and (c) performing Phase I clinical trials for safety and tolerability (single and multiple dosages in volunteers, including pharmacokinetic analysis thereof). Article 5. Grant of Rights 5.1 Exclusive Licenses.

4.4 Drug Development for CEP-1347. Unless otherwise agreed upon by the Parties, Lundbeck shall be responsible for conducting, and expenses incurred therewith, the following activities: (a) performing subchronic six-month drug safety studies in two (2) species pursuant to ICH guidelines; (b) filing an investigational new drug application ("IND"), or its equivalent with a regulatory authority of a member state of the European Union, for CEP-1347 in accordance with the schedule set forth in the Development Plan as defined by the JMT; and (c) performing Phase I clinical trials for safety and tolerability (single and multiple dosages in volunteers, including pharmacokinetic analysis thereof). Article 5. Grant of Rights 5.1 Exclusive Licenses. (a) Cephalon Licensed Products. Subject to the limitations established in Section 5.6, Cephalon hereby grants to Lundbeck an exclusive license (exclusive even as to Cephalon) under the Cephalon Technology to make, have made, use and sell Cephalon Licensed Products in the Territory. This grant shall permit Lundbeck to develop and commercialize Development Compounds in the Territory, whether within or outside the Field. (b) Lundbeck Licensed Products. To the extent that Lundbeck agrees to designate Lundbeck Compounds as contemplated under Section 1.10 hereof, Lundbeck hereby grants to Cephalon a royalty-free exclusive license (exclusive even as to Lundbeck) under the Lundbeck Technology to make, have made, use and sell Lundbeck Licensed Products outside the Territory. (c) Joint Licensed Products. To the extent applicable, each Party hereby grants to the other Party for the term of this Agreement a royalty-free exclusive license under the Joint Technology to make, have made, use and sell Joint Licensed Products in the Territory, as to Lundbeck, and outside the Territory, as to Cephalon. 5.2 Marketing and Distribution Rights to Cephalon Licensed Products. Lundbeck may market and distribute Cephalon Licensed Products in the Territory through the channels normally used for the Lundbeck product portfolio including, but not limited to, Affiliates, agents, distributors, joint venture partners and co-promotion and co-marketing partners (even if any such commercial contract between Lundbeck and the applicable third party is formally described or structured as a license). Subject to the written consent of Cephalon, with such consent not to be unreasonably withheld, taking into account the commercial interests of Lundbeck, Lundbeck may grant rights to third parties to market, promote, sell and distribute Cephalon Licensed 11

Products in any country in the Territory, where Lundbeck does not itself or through its then-existing ordinary channels, wish to market Cephalon Licensed Products. However, if Cephalon has established, or plans to develop, a commercial operation in any such country in the Territory, then prior to doing so Lundbeck hereby agrees to negotiate in good faith for a period not to exceed sixty (60) days to grant such rights to Cephalon under terms and conditions to be mutually agreed upon. If Lundbeck and Cephalon fail to so reach agreement within such period, then Lundbeck may discuss terms and conditions with third parties but it shall not enter into any such agreement with a third party on terms and conditions more favorable to such third party than those offered to Cephalon without first offering such more favorable terms to Cepahlon in accordance with the procedures set forth herein. If Lundbeck thereafter enters into such an agreement with a third party with the consent of Cephalon, then such agreement shall contain terms and conditions customary in the pharmaceutical industry with respect to such commercial arrangements, including without limitation those relating to the prompt disclosure of adverse drug experiences and any adverse regulatory or other governmental actions relating to the Cephalon Licensed Products. 5.3 Exclusive Sublicense to Kyowa Licensed Products. Subject to the terms and conditions set forth herein, and pursuant to the Kyowa License, Cephalon hereby grants to Lundbeck an exclusive sublicense (exclusive even as

Products in any country in the Territory, where Lundbeck does not itself or through its then-existing ordinary channels, wish to market Cephalon Licensed Products. However, if Cephalon has established, or plans to develop, a commercial operation in any such country in the Territory, then prior to doing so Lundbeck hereby agrees to negotiate in good faith for a period not to exceed sixty (60) days to grant such rights to Cephalon under terms and conditions to be mutually agreed upon. If Lundbeck and Cephalon fail to so reach agreement within such period, then Lundbeck may discuss terms and conditions with third parties but it shall not enter into any such agreement with a third party on terms and conditions more favorable to such third party than those offered to Cephalon without first offering such more favorable terms to Cepahlon in accordance with the procedures set forth herein. If Lundbeck thereafter enters into such an agreement with a third party with the consent of Cephalon, then such agreement shall contain terms and conditions customary in the pharmaceutical industry with respect to such commercial arrangements, including without limitation those relating to the prompt disclosure of adverse drug experiences and any adverse regulatory or other governmental actions relating to the Cephalon Licensed Products. 5.3 Exclusive Sublicense to Kyowa Licensed Products. Subject to the terms and conditions set forth herein, and pursuant to the Kyowa License, Cephalon hereby grants to Lundbeck an exclusive sublicense (exclusive even as to Cephalon) under the Kyowa Technology to use and sell Kyowa Licensed Products in the Territory. Lundbeck acknowledges that the rights of Cephalon with regard to Kyowa Licensed Products under the Kyowa License are semi-exclusive as to Kyowa and, therefore, that the rights granted hereunder to Lundbeck also are semiexclusive as to Kyowa in the Territory. Moreover, Lundbeck hereby agrees to cooperate with Cephalon so as to ensure continued satisfaction of all those terms and conditions of the Kyowa License, a copy of which Kyowa License is attached hereto as Exhibit D. Subject to the determination by the Parties that Lundbeck shall be responsible for the bulk synthesis and manufacture of commercial supplies of CEP-1347, Cephalon hereby grants to Lundbeck manufacturing rights to the extent that Kyowa has, or shall have, granted such rights to Cephalon. 5.4 Marketing and Distribution Rights to Kyowa Licensed Products. Lundbeck may market and distribute Kyowa Licensed Products through the channels normally used for the Lundbeck product portfolio, including but not limited to, Affiliates, agents, distributors, joint venture partners and co-promotion and co-marketing partners (even if the contractual relationship between Lundbeck and its partners is formally built up as a license). Subject to the written consent of Cephalon, with such consent not to be unreasonably withheld taking Lundbeck's commercial interests into consideration, Lundbeck may grant rights to third parties to market, promote, sell and distribute Kyowa Licensed Products in any country in the Territory , where Lundbeck does not itself or through its then existing ordinary channels, wish to market Kyowa Licensed Products. However if Cephalon has established, or plans to develop, a commercial operation in any such country in the Territory, then prior to doing so Lundbeck hereby agrees to negotiate in good faith for a period not to exceed sixty (60) days to grant such rights to Cephalon under terms and conditions to be mutually agreed upon. If Lundbeck and Cephalon fail to so 12

reach agreement within such period, then Lundbeck may discuss terms and conditions with third parties but it shall not enter into any such agreement with a third party on terms and conditions more favorable to such third party than those offered to Cephalon without first offering such more favorable terms to Cepahlon in accordance with the procedures set forth herein. If Lundbeck thereafter enters into such an agreement with a third party with the consent of Cephalon, then such agreement shall contain terms and conditions customary in the pharmaceutical industry with respect to such commercial arrangements, including without limitation those relating to the prompt disclosure of adverse drug experiences and any adverse regulatory or other governmental actions relating to the Kyowa Licensed Products. 5.5 Potential Additional Rights to Kyowa Licensed Products (a) Cephalon agrees to use its reasonable best efforts to obtain the exclusive right and license (exclusive even as to Kyowa) to commercialize Kyowa Licensed Products in Europe. If Kyowa shall grant to Cephalon an exclusive license (exclusive even as to Kyowa) under the Kyowa Technology in Europe with regard to Kyowa Licensed Products then, without further action or remuneration, Lundbeck hereby shall be granted an exclusive sublicense (exclusive as to Cephalon and to Kyowa) to all such rights in Europe. (b) If Cephalon is unable to obtain an exclusive license as described in

reach agreement within such period, then Lundbeck may discuss terms and conditions with third parties but it shall not enter into any such agreement with a third party on terms and conditions more favorable to such third party than those offered to Cephalon without first offering such more favorable terms to Cepahlon in accordance with the procedures set forth herein. If Lundbeck thereafter enters into such an agreement with a third party with the consent of Cephalon, then such agreement shall contain terms and conditions customary in the pharmaceutical industry with respect to such commercial arrangements, including without limitation those relating to the prompt disclosure of adverse drug experiences and any adverse regulatory or other governmental actions relating to the Kyowa Licensed Products. 5.5 Potential Additional Rights to Kyowa Licensed Products (a) Cephalon agrees to use its reasonable best efforts to obtain the exclusive right and license (exclusive even as to Kyowa) to commercialize Kyowa Licensed Products in Europe. If Kyowa shall grant to Cephalon an exclusive license (exclusive even as to Kyowa) under the Kyowa Technology in Europe with regard to Kyowa Licensed Products then, without further action or remuneration, Lundbeck hereby shall be granted an exclusive sublicense (exclusive as to Cephalon and to Kyowa) to all such rights in Europe. (b) If Cephalon is unable to obtain an exclusive license as described in Section 5.5(a), Cephalon agrees to use its reasonable best efforts to assist Lundbeck to obtain the marketing rights, presently retained by Kyowa, to commercialize Kyowa Licensed Products in Europe in the Field. In the event that Lundbeck is unable to secure at least such marketing rights as described in this Section 5.5(b), then it may terminate the portion of this Agreement that relates to Kyowa Licensed Products as provided for in Section 17.2. (c) If within one (1) year after the Effective Date Cephalon is unable to obtain an exclusive license as described in Section 5.5(a) and Lundbeck is unable to secure the marketing rights as described in Section 5.5(b), but Lundbeck does not elect to terminate its rights as to the Kyowa Licensed Products then, without further action or remuneration, the Territory automatically shall be expanded to include all other countries of the world (except for those in North America), and the Parties shall negotiate in good faith to reach mutual agreement as to the amount of additional royalties or other payments to be made by Lundbeck to Cephalon hereunder. In the event of said expansion of the Territory, the royalty rate shall remain constant with respect to those countries in the Territory as of the Effective Date, and may be increased to an amount not to exceed [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] of Net Sales for those countries that may be added to the Territory after the Effective Date as contemplated herein, taking into account whether or not Kyowa has, or plans to, exercise its semi-exclusive rights in all or part of the Territory. 5.6 Use of Compounds Outside the Field. If Lundbeck determines that it will not conduct preclinical, clinical and commercial development activities of one or more Development Compound(s) having indications outside the 13

Field, then Lundbeck may sublicense its development and commercialization rights in the Territory to a third party subject to the written consent of Cephalon, with such consent not to be unreasonably withheld taking Lundbeck's commercial interests into consideration. However, prior to doing so Lundbeck agrees to negotiate in good faith for a period not to exceed sixty (60) days to grant such development and commercialization rights to Cephalon. If the Parties are unable to agree on mutually acceptable terms and conditions within such period, then Lundbeck may discuss sublicense terms and conditions with third parties but it shall not enter into any such agreement with a third party on terms and conditions more favorable to such third party than those offered to Cephalon without first offering such more favorable terms to Cephalon in accordance with the procedures set forth herein. For purposes of clarification, nothing in this Agreement shall be construed so as to preclude Cephalon from developing and commercializing outside the Field on a worldwide basis any Cephalon Compound that has not been designated as a Development Compound or a Backup Compound. 5.7 Co-Promotion Rights in Canada.

Field, then Lundbeck may sublicense its development and commercialization rights in the Territory to a third party subject to the written consent of Cephalon, with such consent not to be unreasonably withheld taking Lundbeck's commercial interests into consideration. However, prior to doing so Lundbeck agrees to negotiate in good faith for a period not to exceed sixty (60) days to grant such development and commercialization rights to Cephalon. If the Parties are unable to agree on mutually acceptable terms and conditions within such period, then Lundbeck may discuss sublicense terms and conditions with third parties but it shall not enter into any such agreement with a third party on terms and conditions more favorable to such third party than those offered to Cephalon without first offering such more favorable terms to Cephalon in accordance with the procedures set forth herein. For purposes of clarification, nothing in this Agreement shall be construed so as to preclude Cephalon from developing and commercializing outside the Field on a worldwide basis any Cephalon Compound that has not been designated as a Development Compound or a Backup Compound. 5.7 Co-Promotion Rights in Canada. Cephalon hereby agrees that it will not grant to any third party (other than to an Affiliate) the right to co-promote in Canada either the Kyowa Licensed Products or the Cephalon Licensed Products without first negotiating in good faith for a period not to exceed sixty (60) days to reach agreement on mutually acceptable terms and conditions that would grant such rights to Lundbeck. If the Parties are unable to agree on mutually acceptable terms of co-promotion within such period, then Cephalon may discuss co-promotion terms with third parties but it shall not enter into any such agreement with a third party on terms and conditions more favorable to such third party than those offered to Lundbeck without first offering such more favorable terms to Lundbeck in accordance with the procedures set forth herein. Article 6. Research and Development Funding 6.1 General. Except as otherwise provided herein, all payments shall be due and payable within thirty (30) days from the date that either Party receives an invoice from the other Party, unless the invoicing Party consents in writing to other payment terms. All payments by either Party in connection with this Agreement shall be made by wire transfer and in U.S. dollars unless otherwise agreed to by the Parties in writing. 6.2 Funding for Research Program during the Initial Research Term. Lundbeck agrees to provide financial support for the employment by Cephalon of not less than [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] FTEs during the entirety of the Initial Research Term, and Cephalon hereby represents that such financial support shall be used by Cephalon solely to fund such employment in direct support of the Research Program. In connection herewith, Lundbeck will make twelve (12) quarterly payments to Cephalon, the first of which shall be due and payable on July 1, 1999. The first quarterly payment shall be prorated to cover that remaining portion of the calendar quarter from the Effective Date to July 1, 1999 as well as the full amount for the following calendar quarter July 1 to September 30, 1999. Subsequent payments shall be due and payable on the first day of 14

each calendar quarter during the Initial Research Term. Notwithstanding the above, the total number of Cephalon FTEs to be funded by Lundbeck hereunder may exceed [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] in any given calendar quarter and will be determined by mutual agreement of the Parties upon the recommendation of the JMT, which will take into account the resources and expertise contributed to the Research Program directly by Lundbeck. Each Cephalon FTE initially shall be chargeable at a rate per annum of [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] ; such amount shall be increased or decreased on December 31 of each year during the Initial Research Term by the percentage increased or decrease in the U.S. Consumer Price Index for those payments made by Lundbeck to Cephalon during the following calendar year. For purposes of clarification, Lundbeck shall pay Cephalon on July 1, 1999 an amount not less than [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] covering the period July 1 to September 30, 1999, plus any additional amount necessary to cover on a prorata basis the period from the Effective Date to June 30, 1999. In addition, any external expenses incurred (whether by Cephalon or by Lundbeck) during the Initial Research Term and relating to the conduct of the Research Program shall be approved in advance by the JMT and costs of any such approved external studies shall be shared equally by the

each calendar quarter during the Initial Research Term. Notwithstanding the above, the total number of Cephalon FTEs to be funded by Lundbeck hereunder may exceed [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] in any given calendar quarter and will be determined by mutual agreement of the Parties upon the recommendation of the JMT, which will take into account the resources and expertise contributed to the Research Program directly by Lundbeck. Each Cephalon FTE initially shall be chargeable at a rate per annum of [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] ; such amount shall be increased or decreased on December 31 of each year during the Initial Research Term by the percentage increased or decrease in the U.S. Consumer Price Index for those payments made by Lundbeck to Cephalon during the following calendar year. For purposes of clarification, Lundbeck shall pay Cephalon on July 1, 1999 an amount not less than [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] covering the period July 1 to September 30, 1999, plus any additional amount necessary to cover on a prorata basis the period from the Effective Date to June 30, 1999. In addition, any external expenses incurred (whether by Cephalon or by Lundbeck) during the Initial Research Term and relating to the conduct of the Research Program shall be approved in advance by the JMT and costs of any such approved external studies shall be shared equally by the Parties. 6.3 Funding for Research Program during an Extended Research Term. If the Research Program is extended beyond the Initial Research Term, then the amount of financial support to be paid to Cephalon by Lundbeck during any such extension period shall, unless otherwise agreed upon by the Parties, be sufficient to support [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] (with the funding level per FTE to be adjusted in accordance with changes in the Consumer Price Index ("CPI") during the Initial Research Term). 6.4 Funding for the Development Program. (a) Funding for CEP-1347. Lundbeck agrees to pay Cephalon [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] in quarterly installments of [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] each during the first year of this Agreement to cover costs incurred by Cephalon in connection with the transfer of Kyowa Technology and Cephalon Technology relating to CEP-1347. The first such payment shall be due on July 1, 1999, and subsequent payments shall be due at the beginning of each calendar quarter. In addition, and subject to the Cephalon Technology having been transferred, Lundbeck also agrees to assume all costs necessary to develop a plant scale chemical manufacturing process for CEP-1347, and to produce sufficient bulk quantities of CEP-1347 necessary and sufficient to conduct (i) Phase II clinical studies; and (ii) required six (6) month preclinical drug safety studies. As established under Section 4.2 hereof, the Parties shall share equally all costs incurred in connection with the development of CEP-1347 (other than those to be funded solely by Lundbeck as provided in Section 4.2). (b) Funding for Other Development Compounds. For those Development Compounds other than CEP-1347, all costs incurred under the Development Program shall be borne equally by the Parties in accordance with the plans and budgets approved by the JMT including, without limitation, external expenses as well as fully-burdened internal costs of operation. 15

6.5 Records and Audits Relating to the Research Program and the Development Programs. The Parties shall maintain complete and accurate records of their respective employee hours devoted, and expenses incurred, in connection with the Research Program and the Development Program(s) for a period of not less than three (3) years from the date of incurrence. Each Party shall have the right, at its own expense and through a certified public accountant or like person reasonably acceptable to the other Party, to examine such records during regular business hours during the life of this Agreement; provided, however, that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) years and provided further that such certified public accountant shall report to the other Party only as to the accuracy of said records. Article 7. License Fees, Royalties and Milestone Payments

6.5 Records and Audits Relating to the Research Program and the Development Programs. The Parties shall maintain complete and accurate records of their respective employee hours devoted, and expenses incurred, in connection with the Research Program and the Development Program(s) for a period of not less than three (3) years from the date of incurrence. Each Party shall have the right, at its own expense and through a certified public accountant or like person reasonably acceptable to the other Party, to examine such records during regular business hours during the life of this Agreement; provided, however, that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) years and provided further that such certified public accountant shall report to the other Party only as to the accuracy of said records. Article 7. License Fees, Royalties and Milestone Payments 7.1 License Fees. Lundbeck shall pay Cephalon on the Effective Date, by wire transfer (or as otherwise agreed upon by the Parties), an amount equal to [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] multiplied by the average closing price of Cephalon common stock for the five (5) trading days immediately prior to the Effective Date. 7.2. Royalty Payments. Lundbeck shall pay the following amounts to Cephalon as royalties on Net Sales: (a) Lundbeck shall pay to Cephalon a royalty in the amount of [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] of the Net Sales of Kyowa Licensed Products in the Territory. Such royalty shall be payable on all such Net Sales completed prior to the last to occur of (i) the expiration date of the last to expire of Valid Claims of Patent Rights granted to Cephalon under the Kyowa License; (ii) the expiration date of Valid Claims of any applicable R&D Patent Rights (if jointly owned or solely owned by Cephalon); (iii) the end of any period of market exclusivity under an MAA for Kyowa Licensed Products (or under the terms of applicable laws and regulations) unless said market exclusivity is granted or otherwise based solely upon Lundbeck Technology; and (iv) that date which is ten (10) years from the date of first sale of a Kyowa Licensed Product. Notwithstanding the above, if any third party (other than Kyowa, or an Affiliate, sublicensee or authorized third party marketer thereof) shall market and sell in the Territory pharmaceutical product(s) containing CEP-1347 and having registered indications that are the same or substantially similar as those held by Lundbeck for the Kyowa Licensed Products, and the market share in terms of the defined daily dosage of products sold by all such third-party competitor(s) in any given country in the Territory is at least thirty percent (30%) of the respective Lundbeck market share in defined daily dosage of Kyowa Licensed Products sold, then the royalty to be paid by Lundbeck to Cephalon hereunder shall be reduced from [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] of Net Sales of such Kyowa Licensed Products. For purposes of clarification, this royalty rate reduction shall be made effective only for those countries in the Territory in which the aforementioned market share threshold has been 16

met, and only during those rolling twelve (12) month periods hereunder in which the aforementioned market share threshold has been met. (b) Lundbeck shall pay to Cephalon a royalty in the amount of [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] of the Net Sales of Cephalon Licensed Products in the Territory. Such royalty shall be payable on all such Net Sales completed prior to the last to occur of (i) the expiration date of the last to expire of valid claims of patent rights granted to Cephalon; (ii) the expiration date of valid claims of any applicable Cephalon or jointly owned R&D Patent Rights; (iii) the last day of any period of market exclusivity under an MAA for Cephalon Licensed Products (or under the terms of applicable laws and regulations) unless said market exclusivity is granted or otherwise based solely upon Lundbeck Technology; and (iv) that date which is ten (10) years from the date of first sale of a Cephalon Licensed Product. Notwithstanding the above, if any third party shall market and sell in the Territory pharmaceutical product(s) containing the active drug substance found in any such Cephalon Licensed Product and having registered indications that are the same or substantially similar as those held by Lundbeck for the Cephalon Licensed Products, and the market share in terms of the defined daily dosage of products sold by all such third-party competitor(s) in any given country in the Territory is at least thirty percent (30%) of the

met, and only during those rolling twelve (12) month periods hereunder in which the aforementioned market share threshold has been met. (b) Lundbeck shall pay to Cephalon a royalty in the amount of [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] of the Net Sales of Cephalon Licensed Products in the Territory. Such royalty shall be payable on all such Net Sales completed prior to the last to occur of (i) the expiration date of the last to expire of valid claims of patent rights granted to Cephalon; (ii) the expiration date of valid claims of any applicable Cephalon or jointly owned R&D Patent Rights; (iii) the last day of any period of market exclusivity under an MAA for Cephalon Licensed Products (or under the terms of applicable laws and regulations) unless said market exclusivity is granted or otherwise based solely upon Lundbeck Technology; and (iv) that date which is ten (10) years from the date of first sale of a Cephalon Licensed Product. Notwithstanding the above, if any third party shall market and sell in the Territory pharmaceutical product(s) containing the active drug substance found in any such Cephalon Licensed Product and having registered indications that are the same or substantially similar as those held by Lundbeck for the Cephalon Licensed Products, and the market share in terms of the defined daily dosage of products sold by all such third-party competitor(s) in any given country in the Territory is at least thirty percent (30%) of the respective Lundbeck market share in defined daily dosage of Cephalon Licensed Products sold, then the royalty to be paid by Lundbeck to Cephalon hereunder shall be reduced from [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] of Net Sales of such Cephalon Licensed Products. For purposes of clarification, this royalty rate reduction shall be made effective only for those countries in the Territory in which the aforementioned market share threshold has been met, and only during those rolling twelve (12) month period hereunder in which the aforementioned market share threshold has been met. (c) Lundbeck shall maintain (and shall require its Affiliates, sublicensees and third party marketers to maintain, if applicable) complete and accurate records of all sales of Cephalon Licensed Products & Kyowa Licensed Products pursuant to the licenses granted hereunder, for a period of not less than five (5) years from the date of the applicable Net Sales. Cephalon shall have the right, at its own expense and through a certified public accountant or like person reasonably acceptable to Lundbeck, to examine such records during regular business hours during the life of this Agreement and for twelve (12) months after the later of its termination or the last sale of Cephalon Licensed Products & Kyowa Licensed Products by Lundbeck subject to the royalty obligations outlined above; provided, however, that such examination shall not take place more often than once a year and shall not cover such records for more than the preceding two (2) years and provided further that such certified public accountant shall report to Cephalon only as to the accuracy of said royalty statements and payments. (d) Within thirty (30) days after the end of each calendar quarter during the pendency of this Agreement, Lundbeck shall deliver to Cephalon a true accounting of all Cephalon Licensed Products and Kyowa Licensed Products sold by Lundbeck (and by its Affiliates, sublicensees and third party marketers, if applicable) during such calendar quarter and shall, at the same time, pay all royalties due Cephalon on the basis of the Net Sales attributable thereto, except that Lundbeck 17

shall deliver such accounting within ninety (90) days of the end of said calendar quarter for any countries in the Territory in which neither Lundbeck, nor an Affiliate thereof, is engaged directly in the marketing and sale of the Licensed Products. Such accounting shall show sales on a country-by country and Licensed Product-byLicensed Product basis, and such accounting shall state the Net Sales subject to royalty under this Article 7, the calculation of royalties with respect thereto, and shall separately show the calculation of all adjustments thereto. (e) All royalties due under this agreement shall be payable in U.S. dollars. If governmental regulations prevent remittances from a country of the territory to any other country with respect to sales made in the country, the obligation of Lundbeck to pay royalties on sales in that country shall be suspended until such remittances are possible, and once they are possible, Lundbeck shall pay Cephalon any back royalties which may be owed. Alternatively, Cephalon shall have the right, upon giving written notice to Lundbeck, to receive payment in that country in local currency. Monetary conversions from the currency of a foreign country, in which Cephalon Licensed Products & Kyowa Licensed Products are sold, into United States currency shall be made at the official exchange rate in force in that country for financial transactions at the close of the last business day of the

shall deliver such accounting within ninety (90) days of the end of said calendar quarter for any countries in the Territory in which neither Lundbeck, nor an Affiliate thereof, is engaged directly in the marketing and sale of the Licensed Products. Such accounting shall show sales on a country-by country and Licensed Product-byLicensed Product basis, and such accounting shall state the Net Sales subject to royalty under this Article 7, the calculation of royalties with respect thereto, and shall separately show the calculation of all adjustments thereto. (e) All royalties due under this agreement shall be payable in U.S. dollars. If governmental regulations prevent remittances from a country of the territory to any other country with respect to sales made in the country, the obligation of Lundbeck to pay royalties on sales in that country shall be suspended until such remittances are possible, and once they are possible, Lundbeck shall pay Cephalon any back royalties which may be owed. Alternatively, Cephalon shall have the right, upon giving written notice to Lundbeck, to receive payment in that country in local currency. Monetary conversions from the currency of a foreign country, in which Cephalon Licensed Products & Kyowa Licensed Products are sold, into United States currency shall be made at the official exchange rate in force in that country for financial transactions at the close of the last business day of the calendar quarter for which the royalties are being paid. If there is no such official exchange rate, the conversion shall be made at the rate prevailing on the last day of each of the applicable calendar quarter as published in The Wall Street Journal under the heading "Foreign Exchange," unless otherwise agreed upon in writing by the Parties. 7.3 Additional License Fee for Exclusivity in Europe for CEP-1347. If, within one (1) year of the Effective Date, Lundbeck holds exclusive (exclusive even as to Cephalon and Kyowa) marketing rights to CEP-1347 in Europe as contemplated under subsections 5.5(a) or 5.5(b), then Lundbeck shall pay Cephalon on such date as it obtains such exclusive marketing rights an amount equal to [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] 7.4 Milestone Payments. (a) In consideration of the rights granted pursuant to this Agreement, and subject to Sections 7.3 and 7.4(b), Lundbeck shall pay Cephalon those amounts set forth below not later than sixty (60) days following the completion of the milestones set forth below: (i) [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] on the filing of an IND for CEP-1347 in the United States (or its equivalent in a member state of the European Union), which amount shall be due and payable on the first to occur of (A) the date on which Lundbeck obtains exclusive marketing rights to CEP-1347 in Europe pursuant to subsections 5.5(a) or (b), or (B) eighteen (18) months from the date of the Effective Date; provided however, that no such milestone payment shall be due and payable if Lundbeck has terminated its rights to the Kyowa Licensed Products pursuant to Section 17.2; (ii) [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] on the date of filing of an IND in the United States (or its equivalent in a member state of the European Union) for each 18

Development Compound other than CEP-1347, which other Development Compound is active principally with respect to a Target other than the primary Target identified with CEP-1347 (or with another Development Compound) as of the date of such filing; (iii)[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] upon the initiation of a Phase II clinical trial for CEP-1347, and [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] upon the initiation of a Phase II clinical trial for each Development Compound other than CEP-1347, which other Development Compound is active principally with respect to a Target other than the primary Target identified with CEP-1347 (or with another Development Compound) as of the date of such filing; (iv) [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] upon the initiation of a Phase III clinical trial for CEP-1347, and [*The confidential material

Development Compound other than CEP-1347, which other Development Compound is active principally with respect to a Target other than the primary Target identified with CEP-1347 (or with another Development Compound) as of the date of such filing; (iii)[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] upon the initiation of a Phase II clinical trial for CEP-1347, and [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] upon the initiation of a Phase II clinical trial for each Development Compound other than CEP-1347, which other Development Compound is active principally with respect to a Target other than the primary Target identified with CEP-1347 (or with another Development Compound) as of the date of such filing; (iv) [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] upon the initiation of a Phase III clinical trial for CEP-1347, and [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] upon the initiation of a Phase III clinical trial for each Development Compound other than CEP-1347, which other Development Compound is active principally with respect to a Target other than the primary Target identified with CEP-1347 (or with another Development Compound) as of the date of such filing; (v) [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] upon the filing of the first MAA for CEP-1347, and [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] upon the filing of the first MAA for each Development Compound other than CEP-1347, which other Development Compound is active principally with respect to a Target other than the primary Target identified with CEP-1347 (or with another Development Compound) as of the date of such filing; provided however, that [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] of each such milestone payment made under this subsection 7.4(a)(v) with respect to a Development Compound shall be credited against the future royalties owed to Cephalon by Lundbeck on Net Sales in the Territory of each Cephalon Licensed Product or Kyowa Licensed Product containing such Development Compound. (b) [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] upon the filing of the first MAA for each Development Compound that is active principally with respect to the primary Target identified with CEP-1347 (or with another Development Compound) as of the date of such filing, and an additional [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] upon approval of any such MAA. 7.5 Credits against Milestone Payments. Milestone payments made by Lundbeck under the terms of Section 7.4 hereof in connection with a Development Compound that fails in development, or for which Lundbeck otherwise fails to obtain approval of the applicable MAA, and is subsequently replaced by a Backup Compound that is so designated by the JMT as a Development Compound for the same indication, shall be credited against milestone payments for such Backup Compound. 7.6 Credit Against Payments Due. In the event that any amount owed to the other Party hereunder is not paid in accordance with the terms set forth herein, the creditor shall have the right to credit that amount against any amounts that the creditor may owe to the debtor. 19

7.7 Taxes. If Lundbeck is required by law to withhold any taxes or other governmental obligations from the milestone or royalty obligations to be paid to Cephalon under the terms of this Article 7, then Lundbeck shall provide notice to Cephalon of any such requirement. In such event, Lundbeck may withhold and pay such taxes or obligations on behalf of Cephalon, provided that Lundbeck sends to Cephalon original receipts of such payments (or if it is not possible to obtain an original receipt, other official written confirmation thereof). 7.8 Stock Purchase. In addition to all payments to be made under this Article 7, Lundbeck agrees to purchase from Cephalon on the Effective Date, and under the terms and conditions of that certain Stock Purchase Agreement attached hereto as Exhibit G (the "Stock Purchase Agreement"), [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] shares of Cephalon common stock

7.7 Taxes. If Lundbeck is required by law to withhold any taxes or other governmental obligations from the milestone or royalty obligations to be paid to Cephalon under the terms of this Article 7, then Lundbeck shall provide notice to Cephalon of any such requirement. In such event, Lundbeck may withhold and pay such taxes or obligations on behalf of Cephalon, provided that Lundbeck sends to Cephalon original receipts of such payments (or if it is not possible to obtain an original receipt, other official written confirmation thereof). 7.8 Stock Purchase. In addition to all payments to be made under this Article 7, Lundbeck agrees to purchase from Cephalon on the Effective Date, and under the terms and conditions of that certain Stock Purchase Agreement attached hereto as Exhibit G (the "Stock Purchase Agreement"), [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] shares of Cephalon common stock (the "Common Stock"), at a purchase price per share equal to the average closing price of the Common Stock for the five (5) trading days immediately prior to the date of said Stock Purchase Agreement. Article 8. Regulatory Matters 8.1 Regulatory Approvals. Lundbeck shall be responsible for obtaining all necessary regulatory and marketing approvals for the use and sale of Licensed Products in the Territory, unless otherwise agreed to by the Parties. Similarly, Cephalon shall be responsible for obtaining all necessary regulatory and marketing approvals for the use and sale of Licensed Products outside the Territory. 8.2 Diligence in Regulatory Submissions and Product Launch. Lundbeck agrees to prepare and file MAAs for Licensed Products in the Territory using resources as if said Licensed Products were of Lundbeck origin and have the same commercial potential. Unless otherwise agreed upon by the Parties, Lundbeck agrees to file a MAA with the EMEA (or with a regulatory authority in another substantial market in the Territory) within one (1) year following successful completion of the Development Program (including all related activities) for any Kyowa Licensed Products and Cephalon Licensed Products, and to launch such Licensed Products in the Territory as soon as practicable following the date of marketing (and, if applicable, pricing and reimbursement) approval in each country in the Territory, and in a manner at least consistent with the launch of other products having the same or similar commercial potential that are marketed and sold by Lundbeck in such country. For purposes of this Section 8.2, the Parties acknowledge that "successful completion" shall be understood to mean that, following discussion by the JMT and reasonable consideration of the views expressed by Cephalon, Lundbeck in its discretion deems the results of the Development Program being of such a quality and having such content that Lundbeck wishes to file a MAA for the Development Compound in question. 8.3 Cooperation. Subject to the limitations set forth in Section 11.2 below, both Parties hereby agree to: (i) cooperate with each other and render assistance in connection with the filing of an MAA (or other application for regulatory approval) with any governmental authority or agency which may be required to obtain 20

approval to market Licensed Products or to obtain pricing and reimbursement approval; and (ii) execute documents, and provide a letter of authorization or other documentation to the appropriate regulatory authorities or to any other governmental authority or agency, as necessary or advisable, to enable either Party to file, refer to or incorporate by reference all technical information including data on file with any such agency or authority concerning Licensed Products that may be contained in a drug master file or otherwise. In the event that any such drug master file is supplemented or modified, each Party agrees to notify the other Party promptly that supplements or modifications have been made. 8.4 Adverse Drug Events. The Parties hereby agree that, not later than the initiation of Phase I clinical studies, they will establish procedures for the handling and reporting of adverse drug events, and that such procedures shall require that the Parties inform each other in an appropriate and efficient manner of any such adverse drug events with respect to Development Compounds and the Licensed Products, taking into account those procedures used regularly by the Parties and those requirements of the EMEA, the FDA and other relevant regulatory authorities. 8.5 Notice of Governmental Action. During the term of this Agreement, each Party further agrees to immediately notify the other Party about any information such Party received regarding any threatened or pending action by a

approval to market Licensed Products or to obtain pricing and reimbursement approval; and (ii) execute documents, and provide a letter of authorization or other documentation to the appropriate regulatory authorities or to any other governmental authority or agency, as necessary or advisable, to enable either Party to file, refer to or incorporate by reference all technical information including data on file with any such agency or authority concerning Licensed Products that may be contained in a drug master file or otherwise. In the event that any such drug master file is supplemented or modified, each Party agrees to notify the other Party promptly that supplements or modifications have been made. 8.4 Adverse Drug Events. The Parties hereby agree that, not later than the initiation of Phase I clinical studies, they will establish procedures for the handling and reporting of adverse drug events, and that such procedures shall require that the Parties inform each other in an appropriate and efficient manner of any such adverse drug events with respect to Development Compounds and the Licensed Products, taking into account those procedures used regularly by the Parties and those requirements of the EMEA, the FDA and other relevant regulatory authorities. 8.5 Notice of Governmental Action. During the term of this Agreement, each Party further agrees to immediately notify the other Party about any information such Party received regarding any threatened or pending action by a governmental agency which may involve the safety and efficacy claims of Development Compounds or Licensed Products or the continued clinical testing or marketing thereof. Upon receipt of any such information, Cephalon shall consult with Lundbeck in an effort to arrive at a mutually acceptable procedure for taking appropriate action; provided, however, that nothing contained herein shall be construed as restricting the right of either Party to make a timely report of such matter to any government agency or take other action that it deems to be appropriate or required by applicable law or regulation. 8.6 Product Recalls. If (i) any governmental or regulatory authority issues a request, directive, or order that any Licensed Product be recalled or withdrawn from the market, (ii) a court of competent jurisdiction in a final, nonappealable judgment orders a recall or withdrawal of any Licensed Product, or (iii) following discussion between the Parties, and giving due consideration to the views of the other Party, the Party holding the MAA (or analogous marketing application outside the Territory) for the applicable Licensed Product determines in its sole discretion that said Licensed Product should be recalled or withdrawn from one or more countries within its respective territory, then the Parties together shall take all appropriate corrective actions to effect the recall or withdrawal. The costs and expenses of notification and destruction or return of the recalled or withdrawn Licensed Product in the Territory shall be borne by Lundbeck, and outside the Territory shall be borne by Cephalon. Article 9. Manufacture and Supply of Development Compounds and Licensed Products 9.1 Supply of K252a Precursor. Upon request of Lundbeck, Cephalon agrees to use its reasonable best efforts to provide Lundbeck with a sufficient supply of GMP quality compound K252a (i.e., the starting material for the synthesis of CEP-1347) in order to permit Lundbeck to develop a scale-up synthetic process for the manufacture of CEP-1347. Lundbeck acknowledges 21

that Cephalon presently must obtain its K252a material from Kyowa. Such supply shall be provided by Cephalon to Lundbeck At Cost, and Lundbeck thereafter shall undertake all chemical process development efforts necessary to produce CEP-1347. All expenses incurred by the Parties in producing K252a (as well as those incurred in producing CEP-1347 as provided below), necessary to conduct any preclinical and clinical studies other than those referenced in subsections 4.4(a) and 4.4(c) will be borne equally by the Parties; if any studies referenced in subsections 4.4(a) and 4.4(c) must be repeated due to changes associated with the scale-up process for the manufacture of CEP-1347 then any such additional costs incurred shall be borne equally by the Parties. 9.2 Supply of CEP-1347. If the Parties determine that Lundbeck shall manufacture CEP-1347, and Cephalon supplies Lundbeck with the requisite K252a, then as provided above in Section 9.1 Lundbeck shall reimburse Cephalon for such K252a At Cost, and Lundbeck shall supply Cephalon with CEP-1347 At Cost. If Lundbeck is unable to manufacture CEP-1347 or if for any other reason the Parties determine that Cephalon shall

that Cephalon presently must obtain its K252a material from Kyowa. Such supply shall be provided by Cephalon to Lundbeck At Cost, and Lundbeck thereafter shall undertake all chemical process development efforts necessary to produce CEP-1347. All expenses incurred by the Parties in producing K252a (as well as those incurred in producing CEP-1347 as provided below), necessary to conduct any preclinical and clinical studies other than those referenced in subsections 4.4(a) and 4.4(c) will be borne equally by the Parties; if any studies referenced in subsections 4.4(a) and 4.4(c) must be repeated due to changes associated with the scale-up process for the manufacture of CEP-1347 then any such additional costs incurred shall be borne equally by the Parties. 9.2 Supply of CEP-1347. If the Parties determine that Lundbeck shall manufacture CEP-1347, and Cephalon supplies Lundbeck with the requisite K252a, then as provided above in Section 9.1 Lundbeck shall reimburse Cephalon for such K252a At Cost, and Lundbeck shall supply Cephalon with CEP-1347 At Cost. If Lundbeck is unable to manufacture CEP-1347 or if for any other reason the Parties determine that Cephalon shall manufacture CEP-1347, then Cephalon may, with the written consent of Lundbeck (such consent not to be unreasonably withheld), engage a third party manufacturer to produce CEP-1347 and Cephalon shall in turn supply CEP-1347 to Lundbeck At Cost (which, for purposes of clarification, shall include as well those costs associated with the production of K252a). 9.3 Other Preclinical and Clinical Supplies. The costs of manufacturing all Development Compounds other than CEP-1347 in quantities sufficient to conduct all necessary and advisable preclinical and clinical studies, as determined by the JMT, will be shared equally by the Parties. 9.4 Other Commercial Supplies. If the Parties agree that Lundbeck will be responsible for manufacturing Development Compounds other than CEP-1347, then Lundbeck will supply such Development Compound bulk drug substances to Cephalon At Cost. If the Parties agree that Cephalon shall manufacture Development Compounds other than CEP-1347, or if Lundbeck is unable to manufacture such Development Compounds, then Cephalon may select a third party manufacturer for such Development Compounds, and Cephalon will supply the Development Compounds other than CEP-1347 to Lundbeck At Cost. 9.5 Competitive Pricing. Notwithstanding anything to the contrary in this Article 9, if Cephalon determines in its sole discretion that CEP-1347, any other Compounds or any Licensed Products can by manufactured by a third party at a cost lower than that proposed by Lundbeck under the terms of this Agreement, and Cephalon has not committed to purchase all of its requirements of such Compounds or Licensed Products from Lundbeck, and Cephalon further determines in its sole discretion to engage said third party to so manufacture Compounds or Licensed Products, then Lundbeck will cooperate and will take all steps reasonably necessary (including, without limitation, the transfer of Know-How) to enable said third party to undertake such manufacture; provided however, that in such case Lundbeck shall be entitled to continue to synthesize and manufacture said Compounds and Licensed Products for its own use and sale to third parties in the Territory. 22

9.6 Definitive Supply Agreement. The Parties agree to negotiate in good faith the terms of a definitive supply agreement with regard to the Development Compounds (and their associated Licensed Products) under which one Party may manufacture and supply such Development Compounds to the other Party, which supply agreement shall contain terms and conditions customary in the industry, including without limitation those relating to quality control, records, storage and inspection. Regardless of whether Lundbeck synthesizes and manufactures the Development Compounds, or said Development Compounds are synthesized and manufactured by Cephalon, Lundbeck will be responsible for manufacturing the finished, packaged Licensed Products to be marketed and sold in the Territory, and Cephalon will be responsible for manufacturing the finished, packaged Licensed Products to be marketed and sold outside the Territory. Article 10. Marketing, Promotion and Sale of Product 10.1 Marketing. Lundbeck agrees to use its commercially reasonable best efforts to promote the sale of Kyowa Licensed Products and Cephalon Licensed Products in the Territory and to maximize the Net Sales thereof. In connection with these efforts, Lundbeck shall regularly prepare and update a commercialization plan (the "Plan") for the review of the JMT not less than once per calendar year following the filing of the first MAA, which Plan

9.6 Definitive Supply Agreement. The Parties agree to negotiate in good faith the terms of a definitive supply agreement with regard to the Development Compounds (and their associated Licensed Products) under which one Party may manufacture and supply such Development Compounds to the other Party, which supply agreement shall contain terms and conditions customary in the industry, including without limitation those relating to quality control, records, storage and inspection. Regardless of whether Lundbeck synthesizes and manufactures the Development Compounds, or said Development Compounds are synthesized and manufactured by Cephalon, Lundbeck will be responsible for manufacturing the finished, packaged Licensed Products to be marketed and sold in the Territory, and Cephalon will be responsible for manufacturing the finished, packaged Licensed Products to be marketed and sold outside the Territory. Article 10. Marketing, Promotion and Sale of Product 10.1 Marketing. Lundbeck agrees to use its commercially reasonable best efforts to promote the sale of Kyowa Licensed Products and Cephalon Licensed Products in the Territory and to maximize the Net Sales thereof. In connection with these efforts, Lundbeck shall regularly prepare and update a commercialization plan (the "Plan") for the review of the JMT not less than once per calendar year following the filing of the first MAA, which Plan will set forth the Product marketing and selling strategies, and will include an estimated promotional budget, detailing objectives, planned training and educational programs for its sales force, upcoming symposia, seminars and professional relations events in the Territory, and other matters appropriate and customary in the industry for such a Plan, all of which shall take into consideration the experience and perspective of Lundbeck with respect to optimal marketing and selling practices in the Territory. Similarly, Cephalon shall regularly prepare and update a commercialization plan (the "Plan") for the review of the JMT for any Licensed Products being sold outside of the Territory. For purposes of this Section 10.1, "commercially reasonable best efforts" shall mean that during any given calendar year following commercial launch of Licensed Products in the Territory, Lundbeck shall complete that number of details, and incur promotional expenses, at a level comparable to that completed and incurred by other firms marketing and selling pharmaceutical products with the same or substantially the same indications, clinical efficacy and safety profiles, cost per dosage and general marketability, as those of the Licensed Product (s), but taking into account the relative resources of Lundbeck. Notwithstanding anything to the contrary herein, if Lundbeck is found not to have exercised commercially reasonable best efforts as defined herein, and if the remedy for such failure is the forfeiture of marketing rights to Cephalon, then Cephalon shall pay Lundbeck a royalty of [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] of Net Sales of Kyowa Licensed Products (less any royalty payments owed by Cephalon to Kyowa as a result of such sales) and a royalty of [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] of Net Sales of Cephalon Licensed Products with respect to all sales in such forfeited countries in the Territory. Moreover, if Lundbeck determines in good faith that it would not be in the mutual best interests of the Parties for it to commence (or to continue, as the case may be) marketing and selling Kyowa Licensed Products or Cephalon Licensed Products in any given country in the 23

Territory for which it has received marketing approval, then it will promptly notify Cephalon of such determination and the Parties will discuss appropriate resolution, which may include the forfeiture of territorial rights in such countries to Cephalon under terms and conditions to be mutually agreed upon; provided however, that Lundbeck shall be deemed to be marketing and selling the applicable Licensed Product in all countries of the European Union if it is marketing and selling said Licensed Product in each of the following countries: France, Germany, Italy, Spain, the United Kingdom, the Netherlands, Denmark and Sweden. 10.2 Compliance. Lundbeck shall have obtained and shall maintain in good standing all required permits, licenses and regulatory approvals necessary or advisable to market, promote, sell and distribute Kyowa Licensed Products and Cephalon Licensed Products in the Territory. Lundbeck shall comply with all local laws, rules, regulations, and reporting requirements in force in the Territory covering, among other things, the marketing, promotion and sale, and the payment for, the Kyowa Licensed Products and Cephalon Licensed Products. 10.3 Sale of Product. Prior to filing the initial MAA for a Kyowa Licensed Product or Cephalon Licensed Product in the Territory, the Parties will establish in writing non-binding aggregate Net Sales to be obtained in the

Territory for which it has received marketing approval, then it will promptly notify Cephalon of such determination and the Parties will discuss appropriate resolution, which may include the forfeiture of territorial rights in such countries to Cephalon under terms and conditions to be mutually agreed upon; provided however, that Lundbeck shall be deemed to be marketing and selling the applicable Licensed Product in all countries of the European Union if it is marketing and selling said Licensed Product in each of the following countries: France, Germany, Italy, Spain, the United Kingdom, the Netherlands, Denmark and Sweden. 10.2 Compliance. Lundbeck shall have obtained and shall maintain in good standing all required permits, licenses and regulatory approvals necessary or advisable to market, promote, sell and distribute Kyowa Licensed Products and Cephalon Licensed Products in the Territory. Lundbeck shall comply with all local laws, rules, regulations, and reporting requirements in force in the Territory covering, among other things, the marketing, promotion and sale, and the payment for, the Kyowa Licensed Products and Cephalon Licensed Products. 10.3 Sale of Product. Prior to filing the initial MAA for a Kyowa Licensed Product or Cephalon Licensed Product in the Territory, the Parties will establish in writing non-binding aggregate Net Sales to be obtained in the Territory for each calendar year hereunder ("Annual Sales Objective"). In the event that a Kyowa Licensed Product or Cephalon Licensed Product has more than one indication, the Annual Sales Objective may include separate minimum Annual Sales Objectives for each Kyowa Licensed Product or Cephalon Licensed Product indication. If Lundbeck fails to meet any such Annual Sales Objective, then the Parties shall meet to discuss whether such shortfall is due principally to market conditions beyond the control of Lundbeck, or whether certain marketing and sales initiatives or other actions should be taken. Article 11. Rights to Data and Regulatory Compliance 11.1 Sharing of Data. Subject to the license grants set forth in Article 5 and the buy-back rights established under Section 11.2 below, the Parties shall have reciprocal rights to use all data generated by the Parties under the Research Program and the Development Program in each of its respective territories solely in connection with the development and commercialization of Kyowa Licensed Products or Cephalon Licensed Products. The Parties shall agree on a format to be used to enable the Parties to have prompt, direct electronic access to all data generated (whether generated jointly or by either Party separately). 11.2 Buy-Back Rights to Use Data for New MAAs. Except as provided in Article 4 with respect to the production of CEP-1347, either Party (the "Declining Party") may decide not to share the costs incurred in generating data in the course of developing a particular Kyowa Licensed Product or Cephalon Licensed Product. If the Declining Party wishes subsequently to use said data in its respective territory for purposes of seeking a new MAA, then the Declining Party shall reimburse the other Party for half of its total costs incurred in generating such data plus a premium of [*The confidential material contained herein has been omitted and has been separately filed with the Commission.], compounded annually, of all such costs. Unless otherwise agreed upon by the Parties, the Declining Party shall have the opportunity to license 24

the right to use such data at any time prior to ninety (90) days after the completion of the first Phase II clinical trial which demonstrates proof of efficacy for any indication of the relevant Kyowa Licensed Product or Cephalon Licensed Product. The Parties also agree to negotiate in good faith an adjustment in milestone payments and/or royalties otherwise due under this Agreement would also be appropriate for the relevant Kyowa Licensed Product or Cephalon Licensed Product. Thereafter, after the completion of the first Phase II clinical trial which demonstrates proof of efficacy for any indication, both Parties agree to negotiate in good faith if one of the Parties desires to buy back into the Development Program for a specific Development Compound. Notwithstanding the foregoing, this Section 11.1 shall not affect the obligation of the Parties to share data regarding adverse drug events or other medical or safety information as contemplated in Section 8.4. Article 12. Limited Liability OTHER THAN THOSE WARRANTIES SET FORTH IN SECTIONS 19 AND 20 BELOW, NEITHER PARTY MAKES ANY WARRANTIES (EXPRESS OR IMPLIED) AS TO THE COMPOUNDS, THE CONDUCT OF THE RESEARCH PROGRAM AND THE DEVELOPMENT PROGRAM, OR THE

the right to use such data at any time prior to ninety (90) days after the completion of the first Phase II clinical trial which demonstrates proof of efficacy for any indication of the relevant Kyowa Licensed Product or Cephalon Licensed Product. The Parties also agree to negotiate in good faith an adjustment in milestone payments and/or royalties otherwise due under this Agreement would also be appropriate for the relevant Kyowa Licensed Product or Cephalon Licensed Product. Thereafter, after the completion of the first Phase II clinical trial which demonstrates proof of efficacy for any indication, both Parties agree to negotiate in good faith if one of the Parties desires to buy back into the Development Program for a specific Development Compound. Notwithstanding the foregoing, this Section 11.1 shall not affect the obligation of the Parties to share data regarding adverse drug events or other medical or safety information as contemplated in Section 8.4. Article 12. Limited Liability OTHER THAN THOSE WARRANTIES SET FORTH IN SECTIONS 19 AND 20 BELOW, NEITHER PARTY MAKES ANY WARRANTIES (EXPRESS OR IMPLIED) AS TO THE COMPOUNDS, THE CONDUCT OF THE RESEARCH PROGRAM AND THE DEVELOPMENT PROGRAM, OR THE LICENSED PRODUCTS. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE SOLE AND EXCLUSIVE REMEDY OF EITHER PARTY HERETO FOR ANY LIABILITY OF A PARTY OF ANY KIND, INCLUDING LIABILITY BASED ON WARRANTY (EXPRESS OR IMPLIED, WHETHER CONTAINED HEREIN OR ELSEWHERE), NEGLIGENCE, STRICT LIABILITY, CONTRACT OR OTHERWISE IS LIMITED TO THE REPLACEMENT OF COMPOUND OR THE REFUND OF THE SUPPLY PRICE THERFOR. NEITHER PARTY SHALL IN ANY CASE BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND. Article 13. Trademark for Licensed Products 13.1 Selection of Trademarks. The Parties acknowledge that it may be in their mutual best interests to attempt to develop a single trademark for use within and outside the Territory for a given Licensed Product, and agree to discuss this matter at an appropriate time prior to commercial launch. Notwithstanding the above, following consultation with Cephalon, Lundbeck may freely select and develop a trademark(s) under which a Licensed Product will be sold in the Territory (the "Lundbeck Trademark"), and all Lundbeck Trademarks shall be owned by, and registered in the name of, Lundbeck. Following consultation with Lundbeck, Cephalon may freely select and develop a trademark(s) under which a Licensed Product will be sold outside the Territory (the "Cephalon Trademark"), and all Cephalon Trademarks shall be owned by, and registered in the name of, Cephalon. 13.2 License Upon Termination For Breach. If this Agreement is terminated pursuant to Section 17.3 due to breach by Lundbeck, then Lundbeck immediately will grant to Cephalon a perpetual, exclusive (exclusive even as to Lundbeck), fully-paid, royalty-free license to use in the 25

Territory the Lundbeck Trademark(s) in connection with the marketing and sale by Cephalon of the Licensed Products. Article 14. Inventions 14.1 Disclosure of Inventions. During the pendency of this Agreement, the Parties agree to disclose to each other any and all inventions, discoveries and improvements that may be conceived, reduced to practice, or made by either Party while engaged in the performance of this Agreement and that are within the scope of the licenses granted under Article 5 hereof, including without limitation any new compositions, formulations, uses, methods of formulating, processes, or the administration thereof (collectively, the "R&D Inventions"). The Parties further agree to exchange any Know-How related to or covered by the R&D Inventions that is reasonably necessary in order to utilize such R&D Inventions. 14.2 Inventorship. Inventorship and ownership with respect to all patentable R&D Inventions shall be determined in accordance with applicable patent law. Article 15. Patents

Territory the Lundbeck Trademark(s) in connection with the marketing and sale by Cephalon of the Licensed Products. Article 14. Inventions 14.1 Disclosure of Inventions. During the pendency of this Agreement, the Parties agree to disclose to each other any and all inventions, discoveries and improvements that may be conceived, reduced to practice, or made by either Party while engaged in the performance of this Agreement and that are within the scope of the licenses granted under Article 5 hereof, including without limitation any new compositions, formulations, uses, methods of formulating, processes, or the administration thereof (collectively, the "R&D Inventions"). The Parties further agree to exchange any Know-How related to or covered by the R&D Inventions that is reasonably necessary in order to utilize such R&D Inventions. 14.2 Inventorship. Inventorship and ownership with respect to all patentable R&D Inventions shall be determined in accordance with applicable patent law. Article 15. Patents 15.1 (a) Cephalon Patent Rights. Cephalon, at its own expense, shall prepare, file, prosecute and maintain the Cephalon Patent Rights in the Territory. Cephalon shall keep Lundbeck fully advised of the status of all Cephalon Patent Rights. In addition, Cephalon shall make commercially reasonable efforts to send Lundbeck advance drafts of any papers to be filed relating to Cephalon Patent Rights in the Territory and shall consider the suggestions of Lundbeck and its patent counsel with respect to the prosecution and maintenance of Cephalon Patent Rights in the Territory. If Cephalon fails to prepare, file, prosecute or maintain Cephalon Patent Rights as required by this Agreement, then Lundbeck shall have the right to assume responsibility and control at its own expense for said preparation, filing, prosecution and maintainance of any such Cephalon Patent Rights in the name and on the account of Cephalon. Each Party shall cooperate reasonably with the other upon request in promptly executing any and all patent applications, or other instruments deemed necessary or useful by either or both Parties in connection with the application, prosecution or maintenance of Cephalon Patent Rights in the Territory. (b) Lundbeck Patent Rights. Lundbeck, at its own expense, shall prepare, file, prosecute and maintain the Lundbeck Patent Rights on a worldwide basis. Lundbeck shall keep Cephalon fully advised of the status of all Lundbeck Patent Rights. In addition, Lundbeck shall make commercially reasonable efforts to send Cephalon advance drafts of any papers to be filed relating to Lundbeck Patent Rights outside the Territory and shall consider the suggestions of Cephalon and its patent counsel with respect to the prosecution and maintenance of Lundbeck Patent Rights outside the Territory. If Lundbeck fails to prepare, file, prosecute or maintain Lundbeck Patent Rights as required by this Agreement, then Cephalon shall have the right to assume responsibility and control at its own expense for said preparation, filing, prosecution and 26

maintainance of any such Lundbeck Patent Rights in the name and on the account of Lundbeck. Each Party shall cooperate reasonably with the other upon request in promptly executing any and all patent applications, or other instruments deemed necessary or useful by either or both Parties in connection with the application, prosecution or maintenance of Lundbeck Patent Rights outside the Territory. 15.2 Jointly Owned R&D Patent Rights. Cephalon shall in the names of both Parties prepare, file, prosecute and maintain patent application and patents claiming the R&D Inventions in the Territory (the "R&D Patent Rights") that are jointly owned by both Parties. Cephalon shall keep Lundbeck fully advised of the status of all such R&D Patent Rights. In addition, Cephalon shall make reasonable efforts to send Lundbeck advance drafts of any papers to be filed relating to such jointly owned R&D Patent Rights and shall consider the suggestions of Lundbeck and its patent counsel with respect to the prosecution and maintenance of such R&D Patent Rights. If Cephalon fails to prepare, file, prosecute or maintain such R&D Patent Rights, then Lundbeck shall have the right to assume responsibility for the preparation, filing, prosecution, and maintenance of any such R&D Patent Rights. Each Party shall cooperate reasonably with the other upon request in promptly executing any and all patent applications, or other instruments deemed necessary or useful by either or both Parties in connection with the application, prosecution or maintenance of the jointly owned R&D Patent Rights. For purposes of clarification,

maintainance of any such Lundbeck Patent Rights in the name and on the account of Lundbeck. Each Party shall cooperate reasonably with the other upon request in promptly executing any and all patent applications, or other instruments deemed necessary or useful by either or both Parties in connection with the application, prosecution or maintenance of Lundbeck Patent Rights outside the Territory. 15.2 Jointly Owned R&D Patent Rights. Cephalon shall in the names of both Parties prepare, file, prosecute and maintain patent application and patents claiming the R&D Inventions in the Territory (the "R&D Patent Rights") that are jointly owned by both Parties. Cephalon shall keep Lundbeck fully advised of the status of all such R&D Patent Rights. In addition, Cephalon shall make reasonable efforts to send Lundbeck advance drafts of any papers to be filed relating to such jointly owned R&D Patent Rights and shall consider the suggestions of Lundbeck and its patent counsel with respect to the prosecution and maintenance of such R&D Patent Rights. If Cephalon fails to prepare, file, prosecute or maintain such R&D Patent Rights, then Lundbeck shall have the right to assume responsibility for the preparation, filing, prosecution, and maintenance of any such R&D Patent Rights. Each Party shall cooperate reasonably with the other upon request in promptly executing any and all patent applications, or other instruments deemed necessary or useful by either or both Parties in connection with the application, prosecution or maintenance of the jointly owned R&D Patent Rights. For purposes of clarification, the Parties acknowledge that jointly owned R&D Patent Rights may include Joint Compounds, and that in such case the provisions of subsection 5.1(c) shall govern the rights of the Parties with respect thereto. 15.3 Solely Owned R&D Patent Rights. Unless the Parties agree otherwise, the owner of solely owned R&D Patent Rights shall have the right, but not the obligation, to prepare, file, prosecute and maintain such R&D Patent Rights at its own expense. If the sole owner of the R&D Patent Rights fails to prepare, file, prosecute or maintain such R&D Patent Rights, then the other party shall have the right but not the obligation to assume responsibility and control at its own expense for the preparation, filing, prosecution and maintenance of any such R&D Patent Rights in the name of the Party owning said R&D Patent Rights. Each Party shall cooperate reasonably with the other upon request in promptly executing any and all patent applications, or other instruments deemed necessary or useful by either or both Parties in connection with the application, prosecution or maintenance of the solely owned R&D Patent Rights. 15.4 Costs of Patent Preparation, Prosecution and Maintenance. The expenses of preparing, filing, prosecuting and maintaining jointly owned R&D Patent Rights shall be shared equally by the Parties, unless one Party decides not to prosecute or wishes to abandon its rights in and to such patent rights (the "Abandoning Party"). In such case, the Abandoning Party shall provide the other Party (the "Retaining Party") with timely notice of such intent. The Retaining Party shall have the right to assume ownership and responsibility for preparing, filing, prosecuting and maintaining such R&D Patent Rights at its sole expense and shall, for the term of this Agreement, grant the Abandoning Party a nonexclusive, irrevocable license to such R&D Patent Rights for internal research purposes only. On an annual basis, the Parties shall exchange 27

documentation establishing the aggregate amount of expense incurred in the preparation, filing, prosecution and maintenance of jointly owned R&D Patent Rights (excluding costs expended as a Retaining Party). The Parties further agree to make appropriate payments to each other at the end of each calendar year to equalize their respective expenses incurred relating to said jointly owned R&D Patent Rights. Article 16. Infringement 16.1 Notice Regarding and Authority to Take Action Against Infringers. Each Party shall promptly notify the other Party of any known infringement by third parties of the proprietary rights of either Party with regard to Development Compounds, Licensed Products and R&D Patent Rights. If any of the Cephalon Patent Rights and R&D Patent Rights are infringed in the Territory, Cephalon shall have the right but not the obligation to commence appropriate legal action to enjoin such infringement at its sole expense; in such case Lundbeck shall provide its complete cooperation to Cephalon at its expense, but Cephalon shall be entitled to retain any damages or awards that may result from its initiation of said action. If Cephalon fails to initiate such action within ninety (90) days after being notified of the infringement, then Lundbeck shall have the right, but not the obligation, to undertake such action at its own expense in the name of Cephalon, and Cephalon shall provide its complete cooperation to Lundbeck at its expense. Any damages or awards resulting from the prosecution of such claim by

documentation establishing the aggregate amount of expense incurred in the preparation, filing, prosecution and maintenance of jointly owned R&D Patent Rights (excluding costs expended as a Retaining Party). The Parties further agree to make appropriate payments to each other at the end of each calendar year to equalize their respective expenses incurred relating to said jointly owned R&D Patent Rights. Article 16. Infringement 16.1 Notice Regarding and Authority to Take Action Against Infringers. Each Party shall promptly notify the other Party of any known infringement by third parties of the proprietary rights of either Party with regard to Development Compounds, Licensed Products and R&D Patent Rights. If any of the Cephalon Patent Rights and R&D Patent Rights are infringed in the Territory, Cephalon shall have the right but not the obligation to commence appropriate legal action to enjoin such infringement at its sole expense; in such case Lundbeck shall provide its complete cooperation to Cephalon at its expense, but Cephalon shall be entitled to retain any damages or awards that may result from its initiation of said action. If Cephalon fails to initiate such action within ninety (90) days after being notified of the infringement, then Lundbeck shall have the right, but not the obligation, to undertake such action at its own expense in the name of Cephalon, and Cephalon shall provide its complete cooperation to Lundbeck at its expense. Any damages or awards resulting from the prosecution of such claim by Lundbeck shall be applied first to reimburse Lundbeck for its costs and expenses, with any balance to be shared by the Parties with an amount equal to [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] of such balance being retained by Lundbeck and [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] of such balance being given to Cephalon. If no such damages or awards result from said prosecution or if such damages or awards are insufficient to fully reimburse the costs and expenses of Lundbeck associated with said prosecution, then Cephalon shall reimburse Lundbeck in an amount equal to [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] of such unreimbursed costs and expenses; provided however, that such reimbursement shall be effected by reducing, during that twelve-month period immediately following the issuance of the final order in any such action, the royalties otherwise payable by Lundbeck to Cephalon hereunder, but in no case shall such reduction exceed the aggregate amount due and payable by Lundbeck to Cephalon during said twelve-month period (less any amounts otherwise that are payable by Cephalon to Kyowa on the basis of Net Sales that resulted in such royalty payments). Notwithstanding the foregoing, the Parties acknowledge that the Kyowa License, which is attached hereto as Exhibit D, establishes all applicable procedures and responsibilities for enforcement of rights relating to the Kyowa Technology. 16.2 Notice of Infringement of Third Party Patents. Each Party shall promptly notify the other Party of any claim asserting infringement of the proprietary rights of the other Party or of Kyowa by Development Compounds, Cephalon Licensed Products, Kyowa Licensed Products and R&D Patent Rights. 16.3 Infringement of Third Party Patents. If a claim alleging infringement of third party patents in the Territory is made against Lundbeck, then Cephalon may elect to defend against 28

such a claim on behalf of Lundbeck at the cost and expense (including, without limitation, attorneys fees) of Cephalon, but Lundbeck may be represented in such event by legal counsel in an advisory capacity at its own expense. However, if Cephalon does not elect to defend against such a claim within one hundred twenty (120) days after receiving notice (whether from Lundbeck or otherwise) of such claim, Lundbeck has the right, but not the obligation, to defend against such claim at its own expense. The Party assuming said defense shall keep the other Party informed of the status of the case. If the Party assuming said defense determines to file a counterclaim against the third party claiming infringement, and subsequently prevails in obtaining damages or awards, then it shall be entitled to retain any such amounts. Regardless of which Party assumes the defense of any such claim, if damages are awarded based upon said claim, then the Parties shall allocate the responsibility for paying said damages in proportion to their respective economic interests in the country or countries within the Territory as to which such damage award is based. Notwithstanding the foregoing, the Parties acknowledge that the Kyowa License, which is attached hereto as Exhibit D, establishes all applicable procedures and responsibilities for the defense of infringement claims raised with respect to Kyowa Licensed Products. Article 17. Term and Termination

such a claim on behalf of Lundbeck at the cost and expense (including, without limitation, attorneys fees) of Cephalon, but Lundbeck may be represented in such event by legal counsel in an advisory capacity at its own expense. However, if Cephalon does not elect to defend against such a claim within one hundred twenty (120) days after receiving notice (whether from Lundbeck or otherwise) of such claim, Lundbeck has the right, but not the obligation, to defend against such claim at its own expense. The Party assuming said defense shall keep the other Party informed of the status of the case. If the Party assuming said defense determines to file a counterclaim against the third party claiming infringement, and subsequently prevails in obtaining damages or awards, then it shall be entitled to retain any such amounts. Regardless of which Party assumes the defense of any such claim, if damages are awarded based upon said claim, then the Parties shall allocate the responsibility for paying said damages in proportion to their respective economic interests in the country or countries within the Territory as to which such damage award is based. Notwithstanding the foregoing, the Parties acknowledge that the Kyowa License, which is attached hereto as Exhibit D, establishes all applicable procedures and responsibilities for the defense of infringement claims raised with respect to Kyowa Licensed Products. Article 17. Term and Termination 17.1 Term of the Agreement. This Agreement shall commence as of the Effective Date, and will terminate by mutual agreement of the Parties, or otherwise in accordance with the provisions of this Article 17. 17.2 Termination By Lundbeck of Rights to Kyowa Licensed Products. If Lundbeck is unable to obtain exclusive marketing rights to the Kyowa Licensed Products in Europe under the terms of subsections 5.5(a) or (b) hereof within one (1) year after the Effective Date, then Lundbeck may either: (i) end its support for the development of CEP-1347 and the Kyowa Licensed Products and thereby terminate any and all of its rights under this Agreement to CEP-1347 and the Kyowa Licensed Products; or (ii) elect to expand the Territory as provided in subsection 5.5(c) hereof. Effective notice of termination under this Section 17.2 must be made in writing and delivered to Cephalon not less than sixty (60) days from the first anniversary of the Effective Date unless otherwise agreed upon by the Parties. In the event of such termination, Lundbeck shall return to Cephalon all Kyowa Technology and further shall provide to Cephalon all data and other information relating to CEP-1347 and Kyowa Licensed Products. The rights and obligations of the Parties with regard to the Compounds (other than CEP-1347) and the Cephalon Licensed Products shall not be affected by the termination of rights by Lundbeck with regard to CEP-1347 and Kyowa Licensed Products. 17.3 Termination of the Research Program. Unless otherwise extended under the terms of Section 2.3 hereof, the Research Program shall end on June 30, 2002. Notwithstanding the above, Lundbeck may terminate the Research Program with such termination to be made effective at any time following the first anniversary of the Effective Date, pursuant to thirty (30) days written notice to Cephalon, but upon any such termination Lundbeck shall remain obligated to make all those 29

payments to Cephalon in support of the Research Program as described in Section 6.2 that would otherwise be due during the remaining portion of the Initial Research Term as defined in Section 1.16, or one (1) year following the effective date of said termination, whichever is shorter. In such event, the rights and obligations of the Parties with respect to the Development Compounds (as well as the Backup Compounds thereto) and the Licensed Products thereafter shall be modified as provided in this Section 17.3, and the terms and conditions of Sections 3.2(b) and 5.6 shall be applicable. Upon any such expiration or termination of the Research Program, the license and sublicense granted under Sections 5.1(a) and 5.3 hereof automatically shall be curtailed so as to limit going forward the exclusive rights granted to Lundbeck thereunder as follows: (i) Lundbeck shall have exclusive rights only as to the Development Compounds (and to Backup Compounds thereto) and only for so long as at least one such Development Compound is being diligently developed or commercialized by Lundbeck in accordance with the schedule established by the JMT; and (ii) Lundbeck shall have the right to use Kyowa Technology and Cephalon Technology (regardless of whether it has been developed under the Research Program) only in connection with the further development of Development Compounds (and of Backup Compounds thereto). For purposes of clarification, the Parties hereby confirm that all worldwide rights to Cephalon Compounds shall revert to Cephalon unless they are designated as Development Compounds or Backup Compounds, or are Development Compounds for which development has been discontinued. Upon termination of the Research Program, the cooperation between the Parties under this Agreement shall continue

payments to Cephalon in support of the Research Program as described in Section 6.2 that would otherwise be due during the remaining portion of the Initial Research Term as defined in Section 1.16, or one (1) year following the effective date of said termination, whichever is shorter. In such event, the rights and obligations of the Parties with respect to the Development Compounds (as well as the Backup Compounds thereto) and the Licensed Products thereafter shall be modified as provided in this Section 17.3, and the terms and conditions of Sections 3.2(b) and 5.6 shall be applicable. Upon any such expiration or termination of the Research Program, the license and sublicense granted under Sections 5.1(a) and 5.3 hereof automatically shall be curtailed so as to limit going forward the exclusive rights granted to Lundbeck thereunder as follows: (i) Lundbeck shall have exclusive rights only as to the Development Compounds (and to Backup Compounds thereto) and only for so long as at least one such Development Compound is being diligently developed or commercialized by Lundbeck in accordance with the schedule established by the JMT; and (ii) Lundbeck shall have the right to use Kyowa Technology and Cephalon Technology (regardless of whether it has been developed under the Research Program) only in connection with the further development of Development Compounds (and of Backup Compounds thereto). For purposes of clarification, the Parties hereby confirm that all worldwide rights to Cephalon Compounds shall revert to Cephalon unless they are designated as Development Compounds or Backup Compounds, or are Development Compounds for which development has been discontinued. Upon termination of the Research Program, the cooperation between the Parties under this Agreement shall continue for all Compounds which have met the criteria for being either Backup Compounds or Development Compounds. 17.4 Termination of Development Program For A Development Compound. All rights to any Cephalon Compounds that have been designated as Development Compounds and for which development has been discontinued in its entirety by Lundbeck automatically shall revert to Cephalon, unless Lundbeck confirms in writing immediately upon any such discontinuance that such Development Compound shall be replaced by a Backup Compound shown to be active principally against the primary Target as said discontinued Development Compound and that it will promptly commence active development of said Backup Compound. 17.5 Termination of this Agreement in its Entirety by Lundbeck. Lundbeck may terminate this Agreement in its entirety with such termination to be made effective at any time following the first anniversary of the Effective Date, pursuant to thirty (30) days written notice to Cephalon, but upon any such termination without cause Lundbeck shall remain obligated to make all those payments to Cephalon in support of the Research Program as described in Section 6.2 that would otherwise be due during the remaining portion of the Initial Research Term as defined in Section 1.16, or one (1) year following the effective date of said termination, whichever is shorter. Subject to the terms of Section 17.10, Lundbeck otherwise shall be relieved from all other obligations that may accrue following the effective date of said termination, including without limitation, any further milestone payments, development cost payments, and royalty payments (except those applicable royalties due on Net Sale of any unsold inventory of Cephalon Licensed Product or Kyowa Licensed Product) which are incurred sixty 30

(60) days after receipt at Cephalon of Lundbeck's written notice of termination. Notwithstanding the above, Lundbeck shall have the right to sell in accordance with the terms of this Agreement all unsold inventories of such Kyowa Licensed Products and Cephalon Licensed Products in its possession unless Cephalon shall exercise, at its sole discretion, the option, by written notice to Lundbeck on or before the effective date of such expiration or termination, to repurchase all remaining inventory then held by Lundbeck at the cost to Lundbeck to Cephalon for such inventory. Lundbeck acknowledges that except as provided herein, upon any such termination it shall have no further rights with respect to the Cephalon Technology, the Cephalon Licensed Products, the Kyowa Technology or the Kyowa Licensed Products and Cephalon acknowledges that except as provided herein, upon any such termination Cephalon shall have no further rights with respect to Lundbeck Licensed Products. 17.6 Termination for Breach By Either Party. Upon breach of any material provision of this Agreement, the breaching Party will be given written notice and ninety (90) days within which to remedy such breach. Failure to remedy any such breach within this time period will constitute sufficient grounds for termination by the other Party without any further notice. Cephalon can not terminate this Agreement unless Lundbeck breaches a material obligation and does not remedy same in accordance with this Section. 17.7 Effects of Termination by Cephalon For Breach. Upon termination of this Agreement due to unremedied

(60) days after receipt at Cephalon of Lundbeck's written notice of termination. Notwithstanding the above, Lundbeck shall have the right to sell in accordance with the terms of this Agreement all unsold inventories of such Kyowa Licensed Products and Cephalon Licensed Products in its possession unless Cephalon shall exercise, at its sole discretion, the option, by written notice to Lundbeck on or before the effective date of such expiration or termination, to repurchase all remaining inventory then held by Lundbeck at the cost to Lundbeck to Cephalon for such inventory. Lundbeck acknowledges that except as provided herein, upon any such termination it shall have no further rights with respect to the Cephalon Technology, the Cephalon Licensed Products, the Kyowa Technology or the Kyowa Licensed Products and Cephalon acknowledges that except as provided herein, upon any such termination Cephalon shall have no further rights with respect to Lundbeck Licensed Products. 17.6 Termination for Breach By Either Party. Upon breach of any material provision of this Agreement, the breaching Party will be given written notice and ninety (90) days within which to remedy such breach. Failure to remedy any such breach within this time period will constitute sufficient grounds for termination by the other Party without any further notice. Cephalon can not terminate this Agreement unless Lundbeck breaches a material obligation and does not remedy same in accordance with this Section. 17.7 Effects of Termination by Cephalon For Breach. Upon termination of this Agreement due to unremedied breach by Lundbeck, the following provisions shall apply: (a) All rights granted to Lundbeck under this Agreement shall immediately revert to Cephalon, except as provided below, and Lundbeck shall immediately cease its use of Cephalon Technology and Kyowa Technology; (b) Any outstanding unpaid invoices shall become due and payable immediately in lieu of any payment terms previously agreed upon by the Parties; (c) Lundbeck shall cease use of all Development Compounds and Backup Compounds in the Territory, and shall cease all marketing, sales and distribution of Licensed Products in the Territory; provided, however, that Lundbeck shall have the right to sell in accordance with the terms of this Agreement all unsold inventories of such Kyowa Licensed Products and Cephalon Licensed Products in its possession unless Cephalon, at its sole discretion, shall exercise the option, by written notice to Lundbeck on or before the effective date of such expiration or termination, to repurchase all remaining inventory then held by Lundbeck at the cost to Lundbeck to Cephalon for such inventory; (d) Lundbeck will provide Cephalon with all copies of any MAA (or its equivalent outside the Territory) for Development Compounds and any accompanying documentation (including without limitation all regulatory agency correspondence) in its possession or, if such registration application has not yet been filed in the Territory prior to the date of said termination or expiration, with all pre-clinical and clinical data relating to all Development Compounds in its 31

possession on such date. At the request of Cephalon, Lundbeck shall take all steps as may be required by applicable law to transfer any such Development Compound registration to Cephalon, or otherwise to enable Cephalon to market and sell Cephalon Licensed Products and Kyowa Licensed Products in the Territory, and also shall provide full support to Cephalon to facilitate the prompt execution of such legal transfer. In no event shall Cephalon be obligated to pay any fee or to make any other payment to Lundbeck, to the local government in the Territory, or to any third party, to effect such legal transfer; and (e) Lundbeck immediately will grant to Cephalon a perpetual, exclusive (exclusive even as to Lundbeck), fullypaid, royalty-free license under the Joint Technology, and under any other Patent Rights and Know-How held by Lundbeck necessary to enable Cephalon to make, have made, use and sell Kyowa Licensed Products, Cephalon Licensed Products and Joint Licensed Products in the Territory, and to make, have made, use and sell Lundbeck Licensed Products and Joint Licensed Products outside the Territory. 17.8 Effects of Termination by Lundbeck For Breach. Upon termination of this Agreement due to unremedied breach by Cephalon, the following provisions shall apply:

possession on such date. At the request of Cephalon, Lundbeck shall take all steps as may be required by applicable law to transfer any such Development Compound registration to Cephalon, or otherwise to enable Cephalon to market and sell Cephalon Licensed Products and Kyowa Licensed Products in the Territory, and also shall provide full support to Cephalon to facilitate the prompt execution of such legal transfer. In no event shall Cephalon be obligated to pay any fee or to make any other payment to Lundbeck, to the local government in the Territory, or to any third party, to effect such legal transfer; and (e) Lundbeck immediately will grant to Cephalon a perpetual, exclusive (exclusive even as to Lundbeck), fullypaid, royalty-free license under the Joint Technology, and under any other Patent Rights and Know-How held by Lundbeck necessary to enable Cephalon to make, have made, use and sell Kyowa Licensed Products, Cephalon Licensed Products and Joint Licensed Products in the Territory, and to make, have made, use and sell Lundbeck Licensed Products and Joint Licensed Products outside the Territory. 17.8 Effects of Termination by Lundbeck For Breach. Upon termination of this Agreement due to unremedied breach by Cephalon, the following provisions shall apply: (a) Cephalon shall not use any Development Compounds or Backup Compounds in the Territory, nor shall it initiate any marketing, sales or distribution of Licensed Products in the Territory; (b) Cephalon will provide Lundbeck with all pre-clinical and clinical data relating to a Development Compound or a Licensed Product in its possession on such date, together with all other documentation and data necessary to enable Lundbeck to continue to market and sell Kyowa Licensed Products, Cephalon Licensed Products and Joint Licensed Products in the Territory; and (c) Cephalon immediately will grant to Lundbeck a perpetual, exclusive (exclusive even as to Cephalon), fullypaid, royalty-free license under the Joint Technology, and under any other Patent Rights and Know-How held by Cephalon necessary to enable Lundbeck to make, have made, use and sell Kyowa Licensed Products, Cephalon Licensed Products and Joint Licensed Products in the Territory. 17.9 General Effects of Termination by Either Party for Breach. Upon termination of this Agreement due to unremedied breach by either Party (the "Breaching Party"), the Breaching Party shall have no liability to the other Party (or to any third party) for any damages, losses, indemnity, compensation, costs or expenses of any kind for lost profits or prospective sales, investments made or expenses incurred in connection with the establishment, development or maintenance of its business, markets or customers, fees for transferring Development Compounds, product registrations, or any similar claims, damages, fees or payments. 32

17.10 Survival of Obligations. All terms and conditions of this Agreement which the Parties agree shall survive the expiration or termination hereof shall within sixty (60) days from the Effective Date be listed in Exhibit G hereto, but shall include without limitation, those terms and conditions relating to to confidentiality, indemnification, intellectual property rights generally, and rights to payment. More specifically, the termination of this Agreement shall not relieve the Parties of any obligations accruing prior to such termination, and any such termination shall be without prejudice to the rights of either Party against the other, including without limitation the obligation to pay for CEP-1347 purchased, or royalties for Kyowa Licensed Products and Cephalon Licensed Products sold prior to said termination. Article 18. Confidentiality. 18.1 Confidentiality Information. During the term of this Agreement, and for ten (10) years after its termination or expiration, each Party shall maintain in confidence any information concerning the subject matter hereof provided by the other Party (the "Providing Party"), and that is considered to be confidential by the Providing Party, regardless of whether provided prior to or after the Effective Date. Such information, collectively the "Confidential Information" includes but is not limited to Technology, documentation, business plans, cost and operational information, whether or not related to Compounds or Licensed Products. Confidential Information shall not be used or disclosed to others except for carrying out the purpose of this Agreement. The foregoing obligation of confidentiality shall not apply to any portion of the Confidential

17.10 Survival of Obligations. All terms and conditions of this Agreement which the Parties agree shall survive the expiration or termination hereof shall within sixty (60) days from the Effective Date be listed in Exhibit G hereto, but shall include without limitation, those terms and conditions relating to to confidentiality, indemnification, intellectual property rights generally, and rights to payment. More specifically, the termination of this Agreement shall not relieve the Parties of any obligations accruing prior to such termination, and any such termination shall be without prejudice to the rights of either Party against the other, including without limitation the obligation to pay for CEP-1347 purchased, or royalties for Kyowa Licensed Products and Cephalon Licensed Products sold prior to said termination. Article 18. Confidentiality. 18.1 Confidentiality Information. During the term of this Agreement, and for ten (10) years after its termination or expiration, each Party shall maintain in confidence any information concerning the subject matter hereof provided by the other Party (the "Providing Party"), and that is considered to be confidential by the Providing Party, regardless of whether provided prior to or after the Effective Date. Such information, collectively the "Confidential Information" includes but is not limited to Technology, documentation, business plans, cost and operational information, whether or not related to Compounds or Licensed Products. Confidential Information shall not be used or disclosed to others except for carrying out the purpose of this Agreement. The foregoing obligation of confidentiality shall not apply to any portion of the Confidential Information that a Party ("Receiving Party") can demonstrate: (a) was already known to the Receiving Party; (b) was generally available to the public or otherwise part of the public domain at the time of its disclosure; (c) became generally available to the public or otherwise part of the public domain after its disclosure to the Receiving Party, other than through any act or omission of the Receiving Party in breach of this Agreement; (d) was subsequently lawfully disclosed to the Receiving Party by a third party; or (e) the Receiving Party was compelled to disclose by governmental administrative agency or judicial requirements; provided however, that any disclosure under this subsection 18.1(e) shall neither relieve the Receiving Party from attempting to impose confidentiality obligations on the governmental administrative agency or judicial body, to the extent feasible, nor shall it relieve the Receiving Party from maintaining the confidentiality of the Confidential Information with respect to third parties other than the agency or body as to which such compelled disclosure has been made. 33

18.2 Protection of Confidential Information. The Parties shall take all reasonable steps to eliminate the risk of disclosure of Confidential Information, including, without limitation, ensuring that only employees, agents, and representatives with a need to know the Confidential Information have access thereto. The Parties acknowledge by the signing of this Agreement that such employees, agents, and representatives are to be bound by substantially similar obligations of confidentiality as are established under this Article 18. 18.3 Presumptive Confidentiality of Information Exchanged. All information exchanged by the Parties under the terms and conditions of this Agreement shall be considered Confidential Information and treated as such unless otherwise specified and agreed upon by the Parties. 18.4 Use Following Termination For Breach. In the event that this Agreement is terminated for breach under the terms of Article 17, nothing herein shall be construed so as to preclude the non-breaching Party from disclosing to a competent regulatory authority or to a third party any preclinical or clinical data, or other Confidential Information, that it may deem necessary or advisable in order to support the further development or commercialization of Development Compounds or Licensed Products. Article 19. Representations, Warranties and Covenants

18.2 Protection of Confidential Information. The Parties shall take all reasonable steps to eliminate the risk of disclosure of Confidential Information, including, without limitation, ensuring that only employees, agents, and representatives with a need to know the Confidential Information have access thereto. The Parties acknowledge by the signing of this Agreement that such employees, agents, and representatives are to be bound by substantially similar obligations of confidentiality as are established under this Article 18. 18.3 Presumptive Confidentiality of Information Exchanged. All information exchanged by the Parties under the terms and conditions of this Agreement shall be considered Confidential Information and treated as such unless otherwise specified and agreed upon by the Parties. 18.4 Use Following Termination For Breach. In the event that this Agreement is terminated for breach under the terms of Article 17, nothing herein shall be construed so as to preclude the non-breaching Party from disclosing to a competent regulatory authority or to a third party any preclinical or clinical data, or other Confidential Information, that it may deem necessary or advisable in order to support the further development or commercialization of Development Compounds or Licensed Products. Article 19. Representations, Warranties and Covenants 19.1 General Representations. Each Party hereby represents and warrants to the other as follows: (a) Duly Organized. It is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, is qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification and has all requisite power and authority, corporate or otherwise, to conduct its business as now being conducted, to own, lease and operate its properties and to execute, deliver and perform this Agreement; (b) Due Execution. The execution, delivery and performance by it of this Agreement have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of its stockholders, (ii) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to it or any provision of its charter or by-laws, or (iii) result in a breach of or constitute a default under any agreement, mortgage, lease, license, permit, patent or other instrument or obligation to which it is a Party or by which it or its assets may be bound or affected; (c) No Third Party Approval. No authorization, consent, approval, license, exemption of, or filing or registration with, any court or governmental authority or regulatory body is required for the due execution, delivery or performance by it of this Agreement; 34

(d) Binding Agreement. This Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms and conditions, except as may be limited by bankruptcy laws or other laws affecting the rights of creditors generally, and rules of law governing equitable remedies. Each is not under any obligation to any person, contractual or otherwise, that is conflicting or inconsistent in any respect with the terms of this Agreement or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) Inventions. It will take all steps reasonably necessary to ensure that its employees convey to it all rights in and to any and all inventions that may be conceived or reduced to practice by said employees; (f) Debarment. It is not debarred or suspended from receiving contracts from the United States or Danish government or other governmental authority or agency; (g) Good Practices. All preclinical and clinical studies involving Compounds will be conducted in accordance with current good laboratory practices (GLP) as specified by the applicable laws and regulations in the relevant country at the time of such laboratory research; good clinical practices (GCP) as specified by the applicable laws and regulations in the relevant country at the time of such studies, and that the K252a starting material and the Development Compounds will be manufactured in accordance with current good manufacturing practices (GMP) as specified by the applicable laws and regulations of the relevant countries at the time of manufacture; and

(d) Binding Agreement. This Agreement is a legal, valid and binding obligation of such Party, enforceable against it in accordance with its terms and conditions, except as may be limited by bankruptcy laws or other laws affecting the rights of creditors generally, and rules of law governing equitable remedies. Each is not under any obligation to any person, contractual or otherwise, that is conflicting or inconsistent in any respect with the terms of this Agreement or that would impede the diligent and complete fulfillment of its obligations hereunder; (e) Inventions. It will take all steps reasonably necessary to ensure that its employees convey to it all rights in and to any and all inventions that may be conceived or reduced to practice by said employees; (f) Debarment. It is not debarred or suspended from receiving contracts from the United States or Danish government or other governmental authority or agency; (g) Good Practices. All preclinical and clinical studies involving Compounds will be conducted in accordance with current good laboratory practices (GLP) as specified by the applicable laws and regulations in the relevant country at the time of such laboratory research; good clinical practices (GCP) as specified by the applicable laws and regulations in the relevant country at the time of such studies, and that the K252a starting material and the Development Compounds will be manufactured in accordance with current good manufacturing practices (GMP) as specified by the applicable laws and regulations of the relevant countries at the time of manufacture; and (h) Full Disclosure. It has disclosed in good faith any and all material information related to the subject matter hereof and to the performance of its obligations hereunder. 19.2 Cephalon Representations, Warranties and Covenants. Cephalon hereby represents, warrants and covenants to Lundbeck that, as of the Effective Date: (a) To the best of its knowledge and belief, Cephalon is the sole owner of the entire right, title and interest in and to those Cephalon Patent Rights which include a Valid Claim for Compounds and the same are free of any liens, encumbrances, restrictions, licenses and other legal or equitable claims of any kind or nature; (b) To the best of its knowledge and belief, Cephalon is the sole licensee of the entire right, title and interest in the part of the Kyowa Technology, which is sublicensed to Lundbeck under this Agreement and the same are free of any liens, encumbrances, restrictions, licenses and other legal or equitable claims of any kind or nature; (c) It has the right to grant to Lundbeck the licenses provided for in this Agreement; (d) Except as otherwise provided herein, during the term of this Agreement it will not grant rights to any third party (including, without limitation, an Affiliate of Cephalon) with respect to the research, development, use, manufacture, marketing, sale or distribution of Backup 35

Compounds and Development Compounds in the Territory; (e) To the best of its knowledge and belief, there are no third Party rights, licenses or patents, other than those granted to Lundbeck hereunder, which are necessary for Lundbeck's use and enjoyment of the licenses granted to Lundbeck; (f) The Kyowa License in the form attached hereto as Schedule D sets forth all obligations that are applicable to Lundbeck as a sublicensee of Cephalon hereunder; (g) It will use its best efforts to secure from Kyowa not later than one (1) year from the Effective Date a commitment that, if the Kyowa License is terminated, Kyowa will enter into a license agreement granting Lundbeck rights to the Kyowa Licensed Products under substantially the same terms and conditions as the Kyowa License; and (h) For so long as Lundbeck is engaged in the development or commercialization of a Cephalon Licensed Product or a Kyowa Licensed Product, it shall neither directly or indirectly develop nor commercialize any

Compounds and Development Compounds in the Territory; (e) To the best of its knowledge and belief, there are no third Party rights, licenses or patents, other than those granted to Lundbeck hereunder, which are necessary for Lundbeck's use and enjoyment of the licenses granted to Lundbeck; (f) The Kyowa License in the form attached hereto as Schedule D sets forth all obligations that are applicable to Lundbeck as a sublicensee of Cephalon hereunder; (g) It will use its best efforts to secure from Kyowa not later than one (1) year from the Effective Date a commitment that, if the Kyowa License is terminated, Kyowa will enter into a license agreement granting Lundbeck rights to the Kyowa Licensed Products under substantially the same terms and conditions as the Kyowa License; and (h) For so long as Lundbeck is engaged in the development or commercialization of a Cephalon Licensed Product or a Kyowa Licensed Product, it shall neither directly or indirectly develop nor commercialize any pharmaceutical product in the Territory if the active ingredient of which is a Compound whose primary mode of action has the same or similar Target as the Target of such Development Compound (or a Backup Compound thereto). 19.3 Lundbeck Representations and Covenants. Lundbeck hereby represents and covenants to Cephalon that: (a) Lundbeck is acknowledged by the authorities in parts of the Territory as an approved manufacturer and marketer of drugs, and is as such under the inspection of the competent authorities; and (b) During the pendency of the Research Program, it will not engage in any research or development activity with respect to any chemical entities that have Targets that are the same as, or substantially similar to, the Targets established by the JMT. 19.4 Warranty Disclaimers. Nothing in this Agreement shall be construed as: (a) a warranty or representation by Cephalon as to the validity or scope of the Cephalon Technology, other than as specifically provided to the contrary herein; (b) a warranty or representation that anything made, used, sold or otherwise disposed of under this Agreement is or will be free from infringement of patents, copyrights and trademarks of third Parties; (c) an obligation to bring or prosecute actions or suits against third parties for infringement; (d) except as otherwise provided herein, conferring rights to use in advertising, publicity or 36

otherwise any trademark or the name of Cephalon or Lundbeck; (e) any representation by either Party, express or implied, other than as specifically set forth herein, including representations of merchantability or fitness for a particular purpose, or that the use, manufacture, sale or distribution of Licensed Products will not infringe upon any third party patent, copyright, trademark or other rights. Article 20. Indemnification 20.1 Lundbeck Indemnitees. Cephalon shall indemnify and hold Lundbeck, its parent companies, Affiliates and subsidiaries, and the officers, directors and employees of each of them (the "Lundbeck Indemnitees") harmless from any and all liability, loss, damages, costs or expenses (including reasonable attorneys' fees) stemming from third party claims or actions (or the threat thereof) that are based upon (i) the breach of any material covenant, representation or warranty of Cephalon contained in this Agreement; (ii) the manufacture, use, marketing,

otherwise any trademark or the name of Cephalon or Lundbeck; (e) any representation by either Party, express or implied, other than as specifically set forth herein, including representations of merchantability or fitness for a particular purpose, or that the use, manufacture, sale or distribution of Licensed Products will not infringe upon any third party patent, copyright, trademark or other rights. Article 20. Indemnification 20.1 Lundbeck Indemnitees. Cephalon shall indemnify and hold Lundbeck, its parent companies, Affiliates and subsidiaries, and the officers, directors and employees of each of them (the "Lundbeck Indemnitees") harmless from any and all liability, loss, damages, costs or expenses (including reasonable attorneys' fees) stemming from third party claims or actions (or the threat thereof) that are based upon (i) the breach of any material covenant, representation or warranty of Cephalon contained in this Agreement; (ii) the manufacture, use, marketing, promotion, sale or distribution by Cephalon (or any Affiliate, assignee or sublicensee thereof) of any Development Compounds or Licensed Products; (iii) the use by any person of any Licensed Products that were manufactured, marketed, sold or distributed by Cephalon (or any Affiliate, assignee or sublicensee thereof), including without limitation, any claim that said use resulted in personal injury or death; and (iv) the costs incurred by Lundbeck in the successful enforcement of its rights under this Section 20.1. Notwithstanding anything to the contrary herein, Cephalon shall have no obligation to so indemnify the Lundbeck Indemnitees to the extent that such losses, liabilities, obligations, claims, fees or expenses are based upon the conduct of the Lundbeck Indemnitees. 20.2 Cephalon Indemnitees. Lundbeck shall indemnify and hold Cephalon, its parent companies, Affiliates and subsidiaries, and the officers, directors and employees of each of them (the "Cephalon Indemnitees") harmless from any and all liability, loss, damages, costs or expenses (including reasonable attorneys' fees) stemming from third party claims or actions (or the threat thereof) that are based upon (i) the breach of any material covenant, representation or warranty of Lundbeck contained in this Agreement; (ii) the manufacture, use, marketing, promotion, sale or distribution by Lundbeck (or any Affiliate, assignee or sublicensee thereof) of any Development Compounds or Licensed Products; (iii) the use by any person of any Development Compounds or Licensed Products that were manufactured, marketed, sold or distributed by Lundbeck (or any Affiliate, assignee or sublicensee thereof), including without limitation, any claim that said use resulted in personal injury or death; and (iv) the costs incurred by Cephalon in the successful enforcement of its rights under this Section 20.2. Notwithstanding anything to the contrary herein, Lundbeck shall have no obligation to so indemnify the Cephalon Indemnitees to the extent that such losses, liabilities, obligations, claims, fees or expenses are based upon the conduct of the Cephalon Indemnitees. 20.3 Indemnification 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 37

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, except that indemnifying Party shall have no obligation to provide indemnity with respect to any amounts paid in settlement of any claims if such settlement is effected without the prior written consent of the indemnifying Party. Article 21. General. 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 thereof. 21.2 Severability. The provisions of this Agreement are separate and divisible, and the invalidity or unenforceability of any part shall not affect the validity or enforceability of any remaining part or parts, all of which shall remain in full force and effect. However, the Parties agree to substitute, any invalid or unenforceable provision, by a valid and enforceable provision which maintains, to the greatest extent possible, the respective

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, except that indemnifying Party shall have no obligation to provide indemnity with respect to any amounts paid in settlement of any claims if such settlement is effected without the prior written consent of the indemnifying Party. Article 21. General. 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 thereof. 21.2 Severability. The provisions of this Agreement are separate and divisible, and the invalidity or unenforceability of any part shall not affect the validity or enforceability of any remaining part or parts, all of which shall remain in full force and effect. However, the Parties agree to substitute, any invalid or unenforceable provision, by a valid and enforceable provision which maintains, to the greatest extent possible, the respective interests of the Parties otherwise established hereunder. 21.3 Entire Agreement. This Agreement 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. This Agreement may not be changed, modified, amended or supplemented except by a written instrument signed by both Parties. 21.4 Assignability and Sublicenses. Except as otherwise provided herein, this Agreement shall not be assignable, sublicensable or transferable, either in whole or in part, by either Party without the prior written consent of the other. In any event, no such assignment, sublicense or transfer shall relieve any Party of responsibility for the performance of any accrued obligation which such Party has then hereunder. 21.5 Publications. The Parties to this Agreement are free to make presentations and publications relating to the results of any activities conducted pursuant to this Agreement prior to marketing of Cephalon Licensed Product or Kyowa Licensed Product, but with due regard to the protection of Confidential Information and always provided that the other Party has approved the scientific content of any such presentation or publication. For that purpose, the Parties agree to provide the JMT with a copy of any proposed written presentation, abstract and/or publication relating to the results of such activities at least thirty (30) days prior to submission thereof for publication or presentation thereof. Each Party will take due note of any comment by the other Party and shall respect the response of the other Party. 38

21.6 Public Announcements. Each Party agrees that, except as may be required by law, it shall not disclose the existence, substance or details of this Agreement without the prior 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 nondisclosing 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. The disclosing Party shall not unreasonably refuse to include such changes in its disclosure. 21.7 Further Assurances. Each Party hereto agrees to execute, acknowledge and deliver such further instruments, and to take such other actions, as may be necessary to appropriate in order to carry out the purposes and intent of this Agreement. 21.8. Notices and Reports. All notices, consents or approvals required by this Agreement shall be in writing and sent by courier or by certified or registered air mail, postage prepaid or by facsimile or courier (confirmed by such certified or registered mail) to the Parties at the following addresses or such other addresses as may be designated in writing the respective Parties. Notices shall be deemed effective on the date of mailing. If to Cephalon:

21.6 Public Announcements. Each Party agrees that, except as may be required by law, it shall not disclose the existence, substance or details of this Agreement without the prior 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 nondisclosing 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. The disclosing Party shall not unreasonably refuse to include such changes in its disclosure. 21.7 Further Assurances. Each Party hereto agrees to execute, acknowledge and deliver such further instruments, and to take such other actions, as may be necessary to appropriate in order to carry out the purposes and intent of this Agreement. 21.8. Notices and Reports. All notices, consents or approvals required by this Agreement shall be in writing and sent by courier or by certified or registered air mail, postage prepaid or by facsimile or courier (confirmed by such certified or registered mail) to the Parties at the following addresses or such other addresses as may be designated in writing the respective Parties. Notices shall be deemed effective on the date of mailing. If to Cephalon: Senior Vice President & General Counsel Cephalon, Inc. 145 Brandywine Parkway West Chester, PA 19380-4245 USA Telephone: (610) 738-6337 Facsimile: (610) 738-6590 If to Lundbeck: General Counsel H. Lundbeck A/S 9 Ottiliavej, DK-2500 Valby, Copenhagen DENMARK Telephone: 45 3630 1311 Facsimile: 45 3630 2732 21.9 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. 21.10 Dispute Resolution. Any dispute concerning or arising out of this Agreement or concerning the existence or validity hereof, shall be determined by the following procedure. 39

(a) Both Parties understand and appreciate that their long term mutual interest will be best served by affecting 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 the terms of this Agreement. 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 which takes into account the precise subject and nature of the dispute. (b) If any dispute or claim arising under this Agreement cannot be readily resolved by the Parties pursuant to the process described above, the Parties agree to refer the matter to a panel consisting of the Chief Executive Officer ("CEO") of each Party for review and resolution. A copy of the terms of this Agreement, agreed upon facts (and areas of disagreement), and concise summary of the basis for the contentions of each Party will be provided to both such CEOs who shall review the same, confer, and attempt to reach a mutual resolution of the issue.

(a) Both Parties understand and appreciate that their long term mutual interest will be best served by affecting 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 the terms of this Agreement. 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 which takes into account the precise subject and nature of the dispute. (b) If any dispute or claim arising under this Agreement cannot be readily resolved by the Parties pursuant to the process described above, the Parties agree to refer the matter to a panel consisting of the Chief Executive Officer ("CEO") of each Party for review and resolution. A copy of the terms of this Agreement, agreed upon facts (and areas of disagreement), and concise summary of the basis for the contentions of each Party will be provided to both such CEOs who shall review the same, confer, and attempt to reach a mutual resolution of the issue. (c) If the matter has not been resolved utilizing the foregoing process, either or both Parties may elect to pursue definitive resolution through binding arbitration, which the Parties agree to accept in lieu of litigation or other legally available remedies (with the exception of injunctive relief where such relief is necessary to protect a Party from irreparable harm pending the outcome of any such arbitration proceeding). Binding arbitration shall be settled in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce by a panel of three arbitrators chosen in accordance with said Rules. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York and of the United States of America, without regard to the conflicts of laws provision thereof. The arbitration will be conducted in English and will be held in London, England. Judgment upon the award rendered may be entered in any court having jurisdiction and the Parties hereby consent to the said jurisdiction and venue, and further irrevocably waive any objection which either Party may have now or hereafter to the laying of venue of any proceedings in said courts and to any claim that such proceedings have been brought in an inconvenient forum, and further irrevocably agrees that a judgment or order in any such proceedings shall be conclusive and binding upon the Parties and may be enforced in the courts of any other jurisdiction thereof. 21.11 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, 40

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. IN WITNESS THEREOF, the Parties have executed this Agreement by their duly authorized representatives, as of the day and year first above written. H. LUNDBECK A/S CEPHALON, INC.
By: CLAUS BRAESTRUP ----------------------------Claus Braestrup Executive Vice President, R&D By: PETER E. GREBOW ------------------------------Peter E. Grebow Senior Vice President, Business Development

By: TORBEN SKARSFELDT Torben Skarsfeldt Board Member [STAMP] 41

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. IN WITNESS THEREOF, the Parties have executed this Agreement by their duly authorized representatives, as of the day and year first above written. H. LUNDBECK A/S CEPHALON, INC.
By: CLAUS BRAESTRUP ----------------------------Claus Braestrup Executive Vice President, R&D By: PETER E. GREBOW ------------------------------Peter E. Grebow Senior Vice President, Business Development

By: TORBEN SKARSFELDT Torben Skarsfeldt Board Member [STAMP] 41

Exhibit A - Listing of Patents
--------------------------------------------------------------------------------------------------------CEP 1347 and Relatives: US 5,621,100 April 15, 1997 Claims 1347 composition of US 5,621,101 April 15, 1997 Composition claims to selec indolocarbazoles US 5,741,808 April 21, 1998 Method of use and compositi indolocarbazole aglycones US 5,756,494 May 25, 1998 Method of use and compositi other indolocarbazoles WO 9746565 Published, Composition of matter for 3 Dec. 11, 1998 alkyl-alkoxy, etc.

Fused Pyrrolocarbazoles: US 5,475,110 US 5,591,855 US 5,594,009 US 5,616,724 US 5,705,511 US 5,801,190 US 5,808,060 [*The confidential material contained herein has been omitted and has been separately filed with the Commission.]

Dec. 12, 1995 Jan. 7, 1997 Jan. 14, 1998 April 1, 1998 Jan. 6, 1998 Sept. 1, 1998 Sept. 15, 1998 [*The confidential material contained herein has been omitted and has been separately filed with the Commission.]

Broad claims to the FP seri Claims to expanded N13 and substitutions Method claims Composition of matter claim Expanded genus, heterocycli compositions of matter Expanded 6-oxo genus Analogs of FPs without ring [*The confidential material contained herein has been omitted and has been separately filed with the Commission.]

[*The confidential material [*The confidential material [*The confidential material contained herein has been contained herein has been contained herein has been omitted and has been omitted and has been omitted and has been separately filed with separately filed with separately filed with the Commission.] the Commission.] the Commission.] ---------------------------------------------------------------------------------------------------------

Exhibit B - Structure of CEP-1347

Exhibit A - Listing of Patents
--------------------------------------------------------------------------------------------------------CEP 1347 and Relatives: US 5,621,100 April 15, 1997 Claims 1347 composition of US 5,621,101 April 15, 1997 Composition claims to selec indolocarbazoles US 5,741,808 April 21, 1998 Method of use and compositi indolocarbazole aglycones US 5,756,494 May 25, 1998 Method of use and compositi other indolocarbazoles WO 9746565 Published, Composition of matter for 3 Dec. 11, 1998 alkyl-alkoxy, etc.

Fused Pyrrolocarbazoles: US 5,475,110 US 5,591,855 US 5,594,009 US 5,616,724 US 5,705,511 US 5,801,190 US 5,808,060 [*The confidential material contained herein has been omitted and has been separately filed with the Commission.]

Dec. 12, 1995 Jan. 7, 1997 Jan. 14, 1998 April 1, 1998 Jan. 6, 1998 Sept. 1, 1998 Sept. 15, 1998 [*The confidential material contained herein has been omitted and has been separately filed with the Commission.]

Broad claims to the FP seri Claims to expanded N13 and substitutions Method claims Composition of matter claim Expanded genus, heterocycli compositions of matter Expanded 6-oxo genus Analogs of FPs without ring [*The confidential material contained herein has been omitted and has been separately filed with the Commission.]

[*The confidential material [*The confidential material [*The confidential material contained herein has been contained herein has been contained herein has been omitted and has been omitted and has been omitted and has been separately filed with separately filed with separately filed with the Commission.] the Commission.] the Commission.] ---------------------------------------------------------------------------------------------------------

Exhibit B - Structure of CEP-1347 (DIAGRAM ART APPEARS HERE)

Exhibit C - Third Party Obligations

SUBLICENSE AGREEMENT THIS SUBLICENSE AGREEMENT (the "Agreement") is made by and among Cephalon, Inc., a Delaware corporation with its principal place of business located at 145 Brandywine Parkway, West Chester, Pennsylvania 19380-4245, U.S.A. ("Cephalon"), and Orion Corporation Orion Pharma, a Finnish corporation with its principal place of business located at Orianintie I, FIN-02200, Espoo, Finland ("Orion"). WIITNESSETH: WHEREAS, the Institute of Biotechnology of the University of Helsinki ("Institute of Biotechnology" as defined in the LSRA identified herein below) and Professor Matt Saarma, Ph.D. and certain of his scientific research colleagues at the Institute of Biotechnology (collectively, the "Institute Scientists" as defined in. the LSRA identified herein below) granted to Cephalon an exclusive, worldwide, royalty-bearing right and license, with the further right to sublicense, to make,

Exhibit B - Structure of CEP-1347 (DIAGRAM ART APPEARS HERE)

Exhibit C - Third Party Obligations

SUBLICENSE AGREEMENT THIS SUBLICENSE AGREEMENT (the "Agreement") is made by and among Cephalon, Inc., a Delaware corporation with its principal place of business located at 145 Brandywine Parkway, West Chester, Pennsylvania 19380-4245, U.S.A. ("Cephalon"), and Orion Corporation Orion Pharma, a Finnish corporation with its principal place of business located at Orianintie I, FIN-02200, Espoo, Finland ("Orion"). WIITNESSETH: WHEREAS, the Institute of Biotechnology of the University of Helsinki ("Institute of Biotechnology" as defined in the LSRA identified herein below) and Professor Matt Saarma, Ph.D. and certain of his scientific research colleagues at the Institute of Biotechnology (collectively, the "Institute Scientists" as defined in. the LSRA identified herein below) granted to Cephalon an exclusive, worldwide, royalty-bearing right and license, with the further right to sublicense, to make, have made, use, have used, sell, have sold, import and have imported all Institute Technology (as defined in the LSRA identified herein below) under the terms and conditions of a License and Sponsored Research Agreement (the "LSRA") between said parties having an effective date of July 1, 1997; WHEREAS, the Institute of Biotechnology and Institute Scientists granted to Cephalon the right to obtain an exclusive or nonexclusive (as determined by Cephalon), worldwide, royalty-bearing right and license, with the further right to sublicense, to make, have made, use, have used, sell, have sold, import and have imported all Option Patent Fights (as defined in the Option Agreement identified herein below) under the terms and conditions of an Option Agreement (the "Option Agreement") between the parties having an effective date of October 30, 1998; and WHEREAS, Cephalon wishes to grant, and Orion wishes to obtain, a sublicense covering Cephalon's rights and obligations as to the Institute Technology and Option Patent Rights pursuant to Cephalon's letter of intent to Orion having an effective date of January 18, 1999 (the "Letter of Intent"); NOW, THEREFORE, for good and valuable consideration, the adequacy of which is hereby affirmed, the parties hereby agree as follows. 1. DEFIINITIIONS Terms that are capitalized as defined terms in this Agreement shall have the meanings set forth below:

1.1 "Affiliate" means any individual or entity directly or indirectly controlling, controlled by or under common control with, a Party to this Agreement. Without limiting the foregoing, the direct or indirect ownership of 50 percent or more of the outstanding voting securities of an entity, or the right to receive 50 percent or more of the profits or earnings of an entity, or the right to control the policy decisions of a person or entity, shall be deemed to constitute control. 1.2 "Effective Date" means March31, 1999. 1.3 "Extended Term" means the eighteen (18) month period (January 1, 1999 to June 30, 2000) by which the Research Program as set forth in the LSRA may be extended pursuant to Section 3 of the LSRA.

Exhibit C - Third Party Obligations

SUBLICENSE AGREEMENT THIS SUBLICENSE AGREEMENT (the "Agreement") is made by and among Cephalon, Inc., a Delaware corporation with its principal place of business located at 145 Brandywine Parkway, West Chester, Pennsylvania 19380-4245, U.S.A. ("Cephalon"), and Orion Corporation Orion Pharma, a Finnish corporation with its principal place of business located at Orianintie I, FIN-02200, Espoo, Finland ("Orion"). WIITNESSETH: WHEREAS, the Institute of Biotechnology of the University of Helsinki ("Institute of Biotechnology" as defined in the LSRA identified herein below) and Professor Matt Saarma, Ph.D. and certain of his scientific research colleagues at the Institute of Biotechnology (collectively, the "Institute Scientists" as defined in. the LSRA identified herein below) granted to Cephalon an exclusive, worldwide, royalty-bearing right and license, with the further right to sublicense, to make, have made, use, have used, sell, have sold, import and have imported all Institute Technology (as defined in the LSRA identified herein below) under the terms and conditions of a License and Sponsored Research Agreement (the "LSRA") between said parties having an effective date of July 1, 1997; WHEREAS, the Institute of Biotechnology and Institute Scientists granted to Cephalon the right to obtain an exclusive or nonexclusive (as determined by Cephalon), worldwide, royalty-bearing right and license, with the further right to sublicense, to make, have made, use, have used, sell, have sold, import and have imported all Option Patent Fights (as defined in the Option Agreement identified herein below) under the terms and conditions of an Option Agreement (the "Option Agreement") between the parties having an effective date of October 30, 1998; and WHEREAS, Cephalon wishes to grant, and Orion wishes to obtain, a sublicense covering Cephalon's rights and obligations as to the Institute Technology and Option Patent Rights pursuant to Cephalon's letter of intent to Orion having an effective date of January 18, 1999 (the "Letter of Intent"); NOW, THEREFORE, for good and valuable consideration, the adequacy of which is hereby affirmed, the parties hereby agree as follows. 1. DEFIINITIIONS Terms that are capitalized as defined terms in this Agreement shall have the meanings set forth below:

1.1 "Affiliate" means any individual or entity directly or indirectly controlling, controlled by or under common control with, a Party to this Agreement. Without limiting the foregoing, the direct or indirect ownership of 50 percent or more of the outstanding voting securities of an entity, or the right to receive 50 percent or more of the profits or earnings of an entity, or the right to control the policy decisions of a person or entity, shall be deemed to constitute control. 1.2 "Effective Date" means March31, 1999. 1.3 "Extended Term" means the eighteen (18) month period (January 1, 1999 to June 30, 2000) by which the Research Program as set forth in the LSRA may be extended pursuant to Section 3 of the LSRA. 1.4 "Field" means the diseases broadly classified as neurodegenerative, neurologic, neuropsychiatric and oncologic and includes but is not limited to the research, diagnostic, prophylactic and/or therapeutic aspects of such diseases. Rights to Institute Technology, to the extent that they relate to such other diseases that fa1l outside of these disease classifications, shall not be considered to fall within the Field and such rights are acknowledged to be retained by the Institute.

SUBLICENSE AGREEMENT THIS SUBLICENSE AGREEMENT (the "Agreement") is made by and among Cephalon, Inc., a Delaware corporation with its principal place of business located at 145 Brandywine Parkway, West Chester, Pennsylvania 19380-4245, U.S.A. ("Cephalon"), and Orion Corporation Orion Pharma, a Finnish corporation with its principal place of business located at Orianintie I, FIN-02200, Espoo, Finland ("Orion"). WIITNESSETH: WHEREAS, the Institute of Biotechnology of the University of Helsinki ("Institute of Biotechnology" as defined in the LSRA identified herein below) and Professor Matt Saarma, Ph.D. and certain of his scientific research colleagues at the Institute of Biotechnology (collectively, the "Institute Scientists" as defined in. the LSRA identified herein below) granted to Cephalon an exclusive, worldwide, royalty-bearing right and license, with the further right to sublicense, to make, have made, use, have used, sell, have sold, import and have imported all Institute Technology (as defined in the LSRA identified herein below) under the terms and conditions of a License and Sponsored Research Agreement (the "LSRA") between said parties having an effective date of July 1, 1997; WHEREAS, the Institute of Biotechnology and Institute Scientists granted to Cephalon the right to obtain an exclusive or nonexclusive (as determined by Cephalon), worldwide, royalty-bearing right and license, with the further right to sublicense, to make, have made, use, have used, sell, have sold, import and have imported all Option Patent Fights (as defined in the Option Agreement identified herein below) under the terms and conditions of an Option Agreement (the "Option Agreement") between the parties having an effective date of October 30, 1998; and WHEREAS, Cephalon wishes to grant, and Orion wishes to obtain, a sublicense covering Cephalon's rights and obligations as to the Institute Technology and Option Patent Rights pursuant to Cephalon's letter of intent to Orion having an effective date of January 18, 1999 (the "Letter of Intent"); NOW, THEREFORE, for good and valuable consideration, the adequacy of which is hereby affirmed, the parties hereby agree as follows. 1. DEFIINITIIONS Terms that are capitalized as defined terms in this Agreement shall have the meanings set forth below:

1.1 "Affiliate" means any individual or entity directly or indirectly controlling, controlled by or under common control with, a Party to this Agreement. Without limiting the foregoing, the direct or indirect ownership of 50 percent or more of the outstanding voting securities of an entity, or the right to receive 50 percent or more of the profits or earnings of an entity, or the right to control the policy decisions of a person or entity, shall be deemed to constitute control. 1.2 "Effective Date" means March31, 1999. 1.3 "Extended Term" means the eighteen (18) month period (January 1, 1999 to June 30, 2000) by which the Research Program as set forth in the LSRA may be extended pursuant to Section 3 of the LSRA. 1.4 "Field" means the diseases broadly classified as neurodegenerative, neurologic, neuropsychiatric and oncologic and includes but is not limited to the research, diagnostic, prophylactic and/or therapeutic aspects of such diseases. Rights to Institute Technology, to the extent that they relate to such other diseases that fa1l outside of these disease classifications, shall not be considered to fall within the Field and such rights are acknowledged to be retained by the Institute. 1.5 "Improvements" means: (1) any new products, processes, and techniques, developed either by Cephalon or Orion, that fall within the

1.1 "Affiliate" means any individual or entity directly or indirectly controlling, controlled by or under common control with, a Party to this Agreement. Without limiting the foregoing, the direct or indirect ownership of 50 percent or more of the outstanding voting securities of an entity, or the right to receive 50 percent or more of the profits or earnings of an entity, or the right to control the policy decisions of a person or entity, shall be deemed to constitute control. 1.2 "Effective Date" means March31, 1999. 1.3 "Extended Term" means the eighteen (18) month period (January 1, 1999 to June 30, 2000) by which the Research Program as set forth in the LSRA may be extended pursuant to Section 3 of the LSRA. 1.4 "Field" means the diseases broadly classified as neurodegenerative, neurologic, neuropsychiatric and oncologic and includes but is not limited to the research, diagnostic, prophylactic and/or therapeutic aspects of such diseases. Rights to Institute Technology, to the extent that they relate to such other diseases that fa1l outside of these disease classifications, shall not be considered to fall within the Field and such rights are acknowledged to be retained by the Institute. 1.5 "Improvements" means: (1) any new products, processes, and techniques, developed either by Cephalon or Orion, that fall within the scope of a claim of the Patent Rights or Option Patent Rights; (2) any assay or method, developed either by Cephalon or Orion, whose key substituents incorporate or utilize Institute Technology or Option Patent Rights; and (3) any assay system, developed either by Cephalon or Orion, that is useful to screen the interaction of potential agonists, antagonists or other modulators of any novel composition that falls within the scope of a claim of the Patent Rights or Option Patent Rights, but not including such potential agonists, antagonists or modulators themselves, unless they independently fall within the scope of such claims. The term "assay systems" includes, but is not limited to, methodologies, reagent sources and descriptions, validation schemes and the results thereof. Notwithstanding the foregoing, products, processes, techniques, assays, assay methods and assay systems developed by the Parties shall only be considered Improvements to the extent that they relate to GDNF receptor or GDNF signaling cascade assay development. 1.6 "Institute" means the Institute of Biotechnology and institute Scientists as identified above.

1.7 "Institute Discoveries" means the experimental data and results and associated methods and procedures, as well as tangible outcomes of research, including but not limited to reagents, such as DNA clones, vectors, expression systems, cell lines, peptides, proteins, hybridomas and antibodies that are developed or used by the Institute in the course of the Research Program as set forth in the LSRA between the Institute and Cephalon. 1.8 "Institute Inventions" means all Institute Discoveries and inventions (including each process, use, article of manufacture and composition of matter) that are first conceived or reduced to practice by the Institute in the course of the Research Program as set forth In the LSRA between the Institute and Cephalon. 1.9 "Institute Know-How" means know-how, trade secrets, technical information (including but not limited to preclinical data and clinical results), formulas, processes and data owned or controlled by the Institute and/or any of its Affiliates, to the extent that it relates to Institute Discoveries or Institute Inventions and that is produced in the course of the Research Program as set forth in the LSRA between the Institute and Cephalon. 1.10 "Institute Patent Rights" means all United States patent applications or issued patents owned or controlled by the Institute and/or any of its Affiliates, but only to the extent that they contain one or more claims covering the Institute Discoveries, Institute Inventions and Institute Know-How, including provisionals, divisionals, continuations, continuations-in-pat, reissues and extensions derived therefrom, as well as all foreign patents and foreign patent counterparts thereof. Institute Patent Rights retroactively extend back to July 26, 1996, the

1.7 "Institute Discoveries" means the experimental data and results and associated methods and procedures, as well as tangible outcomes of research, including but not limited to reagents, such as DNA clones, vectors, expression systems, cell lines, peptides, proteins, hybridomas and antibodies that are developed or used by the Institute in the course of the Research Program as set forth in the LSRA between the Institute and Cephalon. 1.8 "Institute Inventions" means all Institute Discoveries and inventions (including each process, use, article of manufacture and composition of matter) that are first conceived or reduced to practice by the Institute in the course of the Research Program as set forth In the LSRA between the Institute and Cephalon. 1.9 "Institute Know-How" means know-how, trade secrets, technical information (including but not limited to preclinical data and clinical results), formulas, processes and data owned or controlled by the Institute and/or any of its Affiliates, to the extent that it relates to Institute Discoveries or Institute Inventions and that is produced in the course of the Research Program as set forth in the LSRA between the Institute and Cephalon. 1.10 "Institute Patent Rights" means all United States patent applications or issued patents owned or controlled by the Institute and/or any of its Affiliates, but only to the extent that they contain one or more claims covering the Institute Discoveries, Institute Inventions and Institute Know-How, including provisionals, divisionals, continuations, continuations-in-pat, reissues and extensions derived therefrom, as well as all foreign patents and foreign patent counterparts thereof. Institute Patent Rights retroactively extend back to July 26, 1996, the effective date of a prior non-exclusive license between the Institute and Cephalon. Notwithstanding the effective date of the LSRA, Institute Patent Rights shall include Institute fights in and to U.S. patent application [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] which was initially filed prior to the effective date of the LSRA [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] and corresponding PCT International Application No. PCT/US 96/18I97. Institute Patent Rights also include the PCT Application No. 98/09056 entitled Glial Cell Line Derived Neurotrophic Factor Receptors filed on May 4, 1998 and published as WO 98/52591 on November 26, 1998. 1.11 "Institute Technology" means collectively: (i) Institute Discoveries, (ii) Institute Inventions, (iii) Institute Know-How, and (iv) Institute Patent Rights. 1.12 "Invention-by-Invention" refers to an Institute Invention or a group of Institute Inventions that are substantially related. For example, a novel GDNF receptor, its homologs and allelic variants and antibodies to the foregoing are substantially related

and would be considered to be the same invention. The discovery of small molecule agonists or other ligands of such receptors would be considered to be another invention. 1.13 "Licensed Process" means any process or method for the production, manufacture or use of any Institute Discoveries, Institute Inventions or Institute Know-How that is covered by a Valid Claim of any Institute Patent Rights in the Field. 1.14 "Licensed Product" means any article, composition, apparatus, substance, chemical material which incorporates or utilizes any Institute Discovery Institute Invention, or Institute Know-How and is covered by a Valid Claim of any Institute Patent Rights in the Field. 1.15 "Option Licensed Process" means any process or method falling within the scope of Option Technology that is covered by a Valid Claim of any Option Patent Rights. 1.16 "Option Licensed Product" means any article, composition, apparatus, substance, chemical material or biological material falling within the scope of Option Technology that is covered by a Valid Claim of any Option

and would be considered to be the same invention. The discovery of small molecule agonists or other ligands of such receptors would be considered to be another invention. 1.13 "Licensed Process" means any process or method for the production, manufacture or use of any Institute Discoveries, Institute Inventions or Institute Know-How that is covered by a Valid Claim of any Institute Patent Rights in the Field. 1.14 "Licensed Product" means any article, composition, apparatus, substance, chemical material which incorporates or utilizes any Institute Discovery Institute Invention, or Institute Know-How and is covered by a Valid Claim of any Institute Patent Rights in the Field. 1.15 "Option Licensed Process" means any process or method falling within the scope of Option Technology that is covered by a Valid Claim of any Option Patent Rights. 1.16 "Option Licensed Product" means any article, composition, apparatus, substance, chemical material or biological material falling within the scope of Option Technology that is covered by a Valid Claim of any Option Patent Rights. 1.17 "Option Patent Rights" means all United States patent applications or issued patents owned or controlled by the Institute Scientists, Institute of Biotechnology and/or any of their Affiliates, but only to the extent that they contain one or more claims covering Option Technology, including provisionals, divisionals, continuations, continuations-in-part, reissues and extensions derived therefrom, as well as all foreign patents and foreign patent counterparts thereof. In the event that such patent applications or issued patents are co-owned by the Institute and a third party, Option Patent Rights include only those claims covering Option Technology that are owned by the Institute. 1.18 "Option Technology" means: (1) all Institute Discoveries, Institute Inventions, Institute Know-How, and Institute Patent Rights that are outside of the Field; and (2) all Institute discoveries, inventions and know-how made outside of the Research Program as set forth in the LSRA between the Institute and Cephalon, not committed to a third-party commercial relationship, and patent applications or patents that relate to the subject matter of the Research Program as set forth in the LSRA, between the Institute and Cephalon, such as receptors for GDNF, Neurturin, Persefin, and their homologs (hereafter GDNF family), ligands of receptors for GDNF family members and components of the signaling cascade for GDNF family receptors, regardless of whether such discoveries and inventions are inside or outside of the Field.

Thus, for example, Option Technology includes, but is not limited to, the discovery and/or characterization of ligands that interact with GDNF, GDNF receptors or GDNF-related receptors, including Drosophila ligands and vertebrate and invertebrate homologs of such invertebrate ligands as embodied in a Provisional Application No. [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] 1.19 "Parties" or the "Parties to this Agreement" means Cephalon and Orion. 1.20 "Proprietary Information" means information that is generated by the signatory parties to the LSRA and Option Agreement, that is considered as being confidential by its originator, and includes but is not limited to data, formulas, trade secrets, know-how, methods, materials, prototypes, processes, documentation, business plans, cost and operational information. Any information and research results that are produced by the Institute in the course of the Research Program as set forth in the LSRA between the Institute and Cephalon shall be considered to be Institute Discoveries and/or Institute Know-How rather than "Proprietary Information. 1.21 "Research Program" means the research activities as set forth in the LSRA between the Institute and Cephalon as it may be amended from time-to-time.

Thus, for example, Option Technology includes, but is not limited to, the discovery and/or characterization of ligands that interact with GDNF, GDNF receptors or GDNF-related receptors, including Drosophila ligands and vertebrate and invertebrate homologs of such invertebrate ligands as embodied in a Provisional Application No. [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] 1.19 "Parties" or the "Parties to this Agreement" means Cephalon and Orion. 1.20 "Proprietary Information" means information that is generated by the signatory parties to the LSRA and Option Agreement, that is considered as being confidential by its originator, and includes but is not limited to data, formulas, trade secrets, know-how, methods, materials, prototypes, processes, documentation, business plans, cost and operational information. Any information and research results that are produced by the Institute in the course of the Research Program as set forth in the LSRA between the Institute and Cephalon shall be considered to be Institute Discoveries and/or Institute Know-How rather than "Proprietary Information. 1.21 "Research Program" means the research activities as set forth in the LSRA between the Institute and Cephalon as it may be amended from time-to-time. 1.22 "Territory" means the entire world. 1.23 "Valid Claim" means a claim of an issued patent that has not lapsed or become abandoned or been declared invalid or unenforceable by a court or agency of competent jurisdiction from which no appeal can be or was taken. 2. GRANT OF SUBLICENSE 2.1 Subject to the terms and conditions set forth herein, Cephalon hereby grants a sublicense in the Territory to Orion under the rights to Institute Technology granted to Cephalon under the LSRA (Exhibit A). Subject to the terms and conditions set forth herein, Cephalon also hereby grants a sublicense in the Territory to Orion under the rights to Option Patent Rights granted to Cephalon on an Invention-by Invention basis under the LSRA and Option Agreement (Exhibit B). The current list of Institute Technology and Option Patent Rights to which rights are granted to Orion pursuant to this Agreement are listed in Exhibit C.

Exhibit C List of Institute Technology and Option Patent Rights to which rights are granted to Orion pursuant to this Agreement Patent Rights Glial Cell-line-Derived Neurotrophic Factor Receptors filed with Ret claims [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] corresponding PCT US 96/18197 (filed 13 November 1996) Glial Cell Lin-Derived Neurotrophic Factor Receptors filed with GDNFRB (GFRa2) claims [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] corresponding PTC US 98/09056 (filed 4 May 1998) [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] Institute Technologies 1. hGDNF in sense orientation in expression vector pEFBos

Exhibit C List of Institute Technology and Option Patent Rights to which rights are granted to Orion pursuant to this Agreement Patent Rights Glial Cell-line-Derived Neurotrophic Factor Receptors filed with Ret claims [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] corresponding PCT US 96/18197 (filed 13 November 1996) Glial Cell Lin-Derived Neurotrophic Factor Receptors filed with GDNFRB (GFRa2) claims [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] corresponding PTC US 98/09056 (filed 4 May 1998) [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] Institute Technologies 1. hGDNF in sense orientation in expression vector pEFBos 2. hGDNF is antisense orientation in pEFBos 3. rGDNF in pCRII 4. mPSP in pCDNA3 5. rGFRa2 cDNA in pCDNA3 6. mGFRa3 in pCDNA3 7. hGDNF cDNA in pCRII 8. mNTN in pCDNA3 9. rGFRa1 in pCDNA3 10. h c-Ret short form in pCDNA3 (Vassilis Pachnis) 11. h c-Ret long isoform in pCDNA3 (Vassilis Pachnis) 12. h c-Ret long isoform extracellular domain in pIG I vector as the fusion with IgG Fc 13. r GFRa1 with the N-terminal fusion of GFP in PCDNA3 14. r GFRa1 with the N-terminal fusion of GFP in pBactin vector 15. NIH 3T3 firoblasts stably expressing rGFRa1 16. Neuro 2A endogenously expressing Ret and stably transfected with rGFRa1 (Marc Billaud) 17. Mice lacking GFRa2 gene function (GFRa2-/- mice, 2 lines), one line with nlacZ knocking GFRa2nlacZ, potentially expressing the lacZ marker with nuclear localization signal) 18. ES cells with targeted disruption of GFRa2 gene (GRFa2+/- 2 clones, one Gfra2nlacZ) 19. GFRa2 gene targeting vectors (replacement type, one with neoR, one with nlacZneoR) 20. GFRa2 mouse genomic DNA fragments 21. Rabbit anisera against GFRa2 and GFRa3 peptides (poorly characterized) 22. Transgenic mice overexpressing hGDNF under the translation elongation factor I promoter; 4 mice lines (testis specific expression of GDNF) Option Patent Rights [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] Option Technologies [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] [*The confidential material contained herein has been omitted and has been separately filed with the Commission.]

Option Patent Rights [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] Option Technologies [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] [*The confidential material contained herein has been omitted and has been separately filed with the Commission.]

TAP Holdings Inc. June 28, 1996 Page 15 ATTACHMENT A Required Criteria For establishing Subject Compounds under subparagraphs 1(b) and (c) I. Subject Compounds must meet all of the criteria set forth in one row of the following table:
-------------------------------------------------------------------------------Assay % I Kinase Activity(a) % I Trk Phosphorylation Whole Cell(b) Concentration(c) % Inhibition(d) Concentration % Inhibition -------------------------------------------------------------------------------Trlc 50 nM => 50% 50 nM >= 50% PDGF 500 nM => 50% 100 nM >= 50% --------------------------------------------------------------------------------

a Inhibition of PLC-y phosphorylation in the trk ELISA screen b Inhibition of NGF or PDGF-induced receptor phosphorylation in whole cell screens c Concentration = screening concentration of drug d % inhibition = the minimal % inhibition at the screening concentration that would meet criteria Note: Additional rows will be added to the foregoing table, specifying the criteria for VEGF, EGF and FGF, as determined by the Development Committee II. Subject Compounds must meet all of the criteria set forth in each row of the following table:
----------------------------------------------------% I Kinase Activity Assay Concentration % Inhibition ----------------------------------------------------PKC 10 uM less than 50% Insulin 10 uM less than 50% -----------------------------------------------------

ATTACHMENT A IS SUBJECT TO AMENDMENT BY THE DEVELOPMENT COMMITTEE
=============== Discovery Flow =============== ------------------Indolocarbazole Kyowa Hakko Ceph (re-synthesis) ---------------------------------Major Emphasis Fusedpyrrolocarbazole ----------------

Minor

Combinatorial/ Medicinal Chemistry | |

=============== Discovery Flow =============== ------------------Indolocarbazole Kyowa Hakko Ceph (re-synthesis) ---------------------------------Major Emphasis Fusedpyrrolocarbazole ----------------

Minor

Combinatorial/ Medicinal Chemistry | | Assay Validation/ Automation --------------Screening Group --------------| | Reagent Support Recomb. Expression

---

---

Trk, TrkB, PDGF, VEGF, IGF, Insulin, FGF
| | |In vitro whole cell functional | | Cell Biology | | Chemical Resynthesis | | 2563 salts/process optimization | | process chem. general for FP's | |

TAP In Vivo Models

Exhibit D - Kyowa License + list of terms and conditions made applicable for Lundbeck

Page No. 1 [LOGO] KYOWA LICENSE AGREEMENT This License Agreement, as defined in Article 13 in a screening consignment agreement which was signed by both parties on 19th of April 1991, made and entered into as of the 15 day of May 1992 by and between Cephalon, Inc., having its principal office at 145 Brandywine Parkway, West Chester, PA 19380 U.S.A. (hereinafter

Exhibit D - Kyowa License + list of terms and conditions made applicable for Lundbeck

Page No. 1 [LOGO] KYOWA LICENSE AGREEMENT This License Agreement, as defined in Article 13 in a screening consignment agreement which was signed by both parties on 19th of April 1991, made and entered into as of the 15 day of May 1992 by and between Cephalon, Inc., having its principal office at 145 Brandywine Parkway, West Chester, PA 19380 U.S.A. (hereinafter referred to as "CEPHALON") and Kyowa Hakko Kogyo Co., Ltd., having its principal office at 1-6-1 Ohtemachi, Chiyoda-ku, Tokyo 100 Japan (hereinafter referred to as "KYOWA"). WITNESSETH Whereas, KYOWA has in its possession Large numbers of Substance(s) (as hereinafter defined) which are potential candidates for therapeutic use, and owns the Patents (as hereinafter defined) and the Know-How (as hereinafter defined) relating to the Substance(s); and Whereas, KYOWA and CEPHALON have entered into a screening consignment agreement dated April 19,1991, under which KYOWA consigned the Substance(s) to CEPHALON for screening and granted to CEPHALON the option to enter into the License Agreement; and Whereas, the parties have a mutual desire to engage in the R & D (as hereinafter defined) with respect to the Substance(s) provided by KYOWA; and Whereas, CEPHALON desires to develop and sell the Pharmaceutical(s) (as hereinafter defined) as human medicines in the Territory (as hereinafter defined) and CEPHALON exercised the option pursuant to said screening consignment agreement; NOW THEREFORE, the parties agree as follows: Article 1. Definitions 1.1 "Substance(s)" shall mean K-252A and the derivatives of K-252A obtained by KYOWA through the research and experiment activities, including, but not limited to, the derivatives listed on Exhibit A hereto, and derivatives of any of the foregoing developed by the parties hereto during the term of this License Agreement, which may

Page No. 2 [LOGO] KYOWA be included within the scope of the claims of the Patents. 1.2 "Screening" shall mean the screening system of CEPHALON. The Screening shall consist of the following phases, as described in CEPHALON's Neuroscreen brochure:
Phase I Phase II Phase III Determine cytotoxicity Establish neurotrophic potential Identify responsive neuronal populations

Page No. 1 [LOGO] KYOWA LICENSE AGREEMENT This License Agreement, as defined in Article 13 in a screening consignment agreement which was signed by both parties on 19th of April 1991, made and entered into as of the 15 day of May 1992 by and between Cephalon, Inc., having its principal office at 145 Brandywine Parkway, West Chester, PA 19380 U.S.A. (hereinafter referred to as "CEPHALON") and Kyowa Hakko Kogyo Co., Ltd., having its principal office at 1-6-1 Ohtemachi, Chiyoda-ku, Tokyo 100 Japan (hereinafter referred to as "KYOWA"). WITNESSETH Whereas, KYOWA has in its possession Large numbers of Substance(s) (as hereinafter defined) which are potential candidates for therapeutic use, and owns the Patents (as hereinafter defined) and the Know-How (as hereinafter defined) relating to the Substance(s); and Whereas, KYOWA and CEPHALON have entered into a screening consignment agreement dated April 19,1991, under which KYOWA consigned the Substance(s) to CEPHALON for screening and granted to CEPHALON the option to enter into the License Agreement; and Whereas, the parties have a mutual desire to engage in the R & D (as hereinafter defined) with respect to the Substance(s) provided by KYOWA; and Whereas, CEPHALON desires to develop and sell the Pharmaceutical(s) (as hereinafter defined) as human medicines in the Territory (as hereinafter defined) and CEPHALON exercised the option pursuant to said screening consignment agreement; NOW THEREFORE, the parties agree as follows: Article 1. Definitions 1.1 "Substance(s)" shall mean K-252A and the derivatives of K-252A obtained by KYOWA through the research and experiment activities, including, but not limited to, the derivatives listed on Exhibit A hereto, and derivatives of any of the foregoing developed by the parties hereto during the term of this License Agreement, which may

Page No. 2 [LOGO] KYOWA be included within the scope of the claims of the Patents. 1.2 "Screening" shall mean the screening system of CEPHALON. The Screening shall consist of the following phases, as described in CEPHALON's Neuroscreen brochure:
Phase I Phase II Phase III Determine cytotoxicity Establish neurotrophic potential Identify responsive neuronal populations

1.3 "Pharmaceuticals(s)" shall mean any preparation in finished product form for human use, ready for administration to the ultimate consumer containing the Substance(s) as a therapeutically active ingredient. 1.4 "R&D" shall mean the activity including Phase IV (determine efficacy in animal models and evaluate blood-

Page No. 2 [LOGO] KYOWA be included within the scope of the claims of the Patents. 1.2 "Screening" shall mean the screening system of CEPHALON. The Screening shall consist of the following phases, as described in CEPHALON's Neuroscreen brochure:
Phase I Phase II Phase III Determine cytotoxicity Establish neurotrophic potential Identify responsive neuronal populations

1.3 "Pharmaceuticals(s)" shall mean any preparation in finished product form for human use, ready for administration to the ultimate consumer containing the Substance(s) as a therapeutically active ingredient. 1.4 "R&D" shall mean the activity including Phase IV (determine efficacy in animal models and evaluate bloodbrain barrier transport) of CEPHALON's screening system, further laboratory investigations, clinical trials, field studies and any registry activities of the Substance(s) conducted by CEPHALON in order to market any Pharmaceutical in the Territory. 1.5 "Territory" shall mean all the world except Japan. 1.6 "Know-How" means the pharmacological, toxicological, clinical, analytical and pharmaceutical data, instructions, specifications, experiences and information relating to the manufacture, formulation, quality control, safety and effectiveness of the Substance(s), owned by or under the control of KYOWA or its Affiliates which is in existence as of the date of this License Agreement or developed during the term of this License Agreement. 1.7 "Patents" means the patents and the patent applications in any jurisdiction owned or controlled by KYOWA or its Affiliates and containing a claim covering the use, manufacture or composition of a Substance, and any continuations, additions, renewals, divisions, and reissues of any of the foregoing. The Patents shall include any patent applications and patents that claim a joint invention of both parties made after the signature of the screening consignment agreement. 1.8 "Affiliate(s)" shall mean any corporation, association or other entity which directly or indirectly controls, is controlled by, or is under common control with the party in question. As used herein the term control means possession of the power to direct, or cause the direction of, the management and policies of a corporation or entity

Page No. 3 [LOGO] KYOWA by reason of any ownership interest therein. Article 2. Kind and Scope of License 2.1 KYOWA hereby grants to CEPHALON the exclusive right to Substance(s) and license in the U.S. and the semi-exclusive right and license in the Territory except the U.S. under the Patents owned or controlled by KYOWA or its Affiliates and Know-How to develop and use the Substance(s) solely to conduct the R & D and to make, have made, use and sell the Pharmaceutical(s) in the Territory. KYOWA's semi-exclusive rights retained in the Territory outside of the U.S. means that KYOWA or its Affiliate(s) or one sublicensee of KYOWA (but not both) per country may exercise KYOWA's retained rights in the Territory outside of the U.S. KYOWA shall retain the right to manufacture the Substance(s), and CEPHALON shall not manufacture the Substance(s) except as permitted punuant to Article 7.2 Notwithstanding the foregoing, the both parties have

Page No. 3 [LOGO] KYOWA by reason of any ownership interest therein. Article 2. Kind and Scope of License 2.1 KYOWA hereby grants to CEPHALON the exclusive right to Substance(s) and license in the U.S. and the semi-exclusive right and license in the Territory except the U.S. under the Patents owned or controlled by KYOWA or its Affiliates and Know-How to develop and use the Substance(s) solely to conduct the R & D and to make, have made, use and sell the Pharmaceutical(s) in the Territory. KYOWA's semi-exclusive rights retained in the Territory outside of the U.S. means that KYOWA or its Affiliate(s) or one sublicensee of KYOWA (but not both) per country may exercise KYOWA's retained rights in the Territory outside of the U.S. KYOWA shall retain the right to manufacture the Substance(s), and CEPHALON shall not manufacture the Substance(s) except as permitted punuant to Article 7.2 Notwithstanding the foregoing, the both parties have acknowledged that Kyowa Medex had already distributed [K252A, K2523, KT5720, KT5926 and KT5823 as protein kinase inhibitors. 2.2 The license granted to CEPHALON hereunder shall carry with it the right to grant sublicenses in the Territory, without the prior written consent of KYOWA. Article 3. Disclosure of Know-How 3.1 Promptly after the effective date of this License Agreement, and periodically thereafter during the term of this License Agreement, KYOWA shall disclose to CEPHALON the available Know-How to the extent that the parties decides it is necessary for the R & D, registration and sales of the Pharmaceutical(s). 3.2 CEPHALON shall furnish KYOWA with a semiannual report on he R&D at a meeting semiannually held by the both parties. Said report shall contain the full content of any progress and findings acquired by CEPHALON in the R & D. In addition to such a semiannual report, CEPHALON shall as promptly as practicable, provide KYOWA with the result, information and data of the R & D in the written report form. CEPHALON shall not knowingly conceal from KYOWA nor intentionally neglect to report with respect to any significant part of the R & D for any purpose or reason. 3.3 Whenever requested by KYOWA, CEPHALON shall answer, in writing if so requested, any reasonable question that may be put by KYOWA with respect to thef above reports pursuant to Article 3.2 and the matters in connection with the R&D.

Page No. 4 [LOGO] KYOWA Article 4. Consideration and Payments 4.1 In consideration of the grant of the rights and license under the provisions of Article 2, CEPHALON shall pay to KYOWA one time payment of the amount of US Dollars ________________ at the time CEPHALON submits the first Investigational New Drug (I.N.D.) application relating to the Pharmaceutical(s) to the United States Food and Drug Administration (F.D.A.). 4.2 Royalties shall be considered only when both parties feel it is necessary to set the royalties depending on countries on such terms and conditions as may be agreed by both parties. If the royalties to be paid by CEPHALON to KYOWA established by the time CEPHALON files the initial I.N.D. for a Pharmaceutical with the F.D.A., the parties shall negotiate the royalties in good faith during the sixty (60) day period thereafter. In no event shall CEPHALON be required to pay a royalty for the Pharmaceutical(s) which, together with the amount paid for the supply of the related substance under Article 7.1, is greater than _______ of the net sales price of

Page No. 4 [LOGO] KYOWA Article 4. Consideration and Payments 4.1 In consideration of the grant of the rights and license under the provisions of Article 2, CEPHALON shall pay to KYOWA one time payment of the amount of US Dollars ________________ at the time CEPHALON submits the first Investigational New Drug (I.N.D.) application relating to the Pharmaceutical(s) to the United States Food and Drug Administration (F.D.A.). 4.2 Royalties shall be considered only when both parties feel it is necessary to set the royalties depending on countries on such terms and conditions as may be agreed by both parties. If the royalties to be paid by CEPHALON to KYOWA established by the time CEPHALON files the initial I.N.D. for a Pharmaceutical with the F.D.A., the parties shall negotiate the royalties in good faith during the sixty (60) day period thereafter. In no event shall CEPHALON be required to pay a royalty for the Pharmaceutical(s) which, together with the amount paid for the supply of the related substance under Article 7.1, is greater than _______ of the net sales price of the Pharmaceutical. Article 5. No Warranty Except as may be provided in the Supply Agreement between KYOWA and CEPHALON pursuant to Article 7.3, KYOWA shall not be liable for any damages arising out of or resulting from any activity of CEPHALON with respect to the Substance(s) and Pharmaceutical(s) whether or not the activity by CEPHALON involves the use of the Know-How or other information supplied by KYOWA. CEPHALON shall not be liable for any damages arising out of or resulting from any activity of KYOWA with respect to the Substance(s) and Pharmaceutical(s)) whether or not the activity by KYOWA involves the use of information pursuant to Article 3.2 or other information supplied by CEPHALON. Article 6. Registration and Marketing 6.1 Within a reasonable time after the date of this License Agreement. CEPHALON shall initiate and diligently pursue the R & D and other operations necessary for registration and marketing of the Pharmaceutical(s) in the Territory. KYOWA shall assist CEPHALON in pursuing the R & D as much as KYOWA can spare its staff. 6.2 CEPHALON shall evaluate, promote and advertise the Pharmaceutical(s) and shall make all reasonable efforts necessary to ensure their earliest possible

Page No. 5 [LOGO] KYOWA marketing in the Territory. 6.3 CEPHALON shall promptly inform KYOWA in writing of (i) the date and content of the registration of the Pharmaceutical(s), (ii) the date and content of the official approval(s) of the relevant authorities to market the Pharmaceutical(s) and (iii) the marketing date of the Pharmaceutical(s) in the Territory. 6.4 The label of the Pharmaceutical(s) sold by CEPHALON shall bear the legend "Licensed from Kyowa Hakko Kogyo Co., Ltd.". Article 7. Supply of the Substance(s) 7.1 CEPHALON shall purchase all its requirements of the Substance(s) from KYOWA,for the R&D and the manufacture and the sales of the Pharmaceuticals the Territory on such terms and conditions as may be agreed by both parties in a Supply Agreement pursuant to Article 7.3, provided that such terms and conditions shall be

Page No. 5 [LOGO] KYOWA marketing in the Territory. 6.3 CEPHALON shall promptly inform KYOWA in writing of (i) the date and content of the registration of the Pharmaceutical(s), (ii) the date and content of the official approval(s) of the relevant authorities to market the Pharmaceutical(s) and (iii) the marketing date of the Pharmaceutical(s) in the Territory. 6.4 The label of the Pharmaceutical(s) sold by CEPHALON shall bear the legend "Licensed from Kyowa Hakko Kogyo Co., Ltd.". Article 7. Supply of the Substance(s) 7.1 CEPHALON shall purchase all its requirements of the Substance(s) from KYOWA,for the R&D and the manufacture and the sales of the Pharmaceuticals the Territory on such terms and conditions as may be agreed by both parties in a Supply Agreement pursuant to Article 7.3, provided that such terms and conditions shall be negotiated and agreed between the both parties hereto by the time CEPHALON submit the first I.N.D. application of the Pharmaceutical(s) to the F.D.A. However, samples of the Substance(s) which are required for the pre-clinical study within the R & D until the time CEPHALON submits the first I.N.D. application to the F.D.A. shall be provided to CEPHALON by KYOWA free of charge. 7.2 The Supply Agreement will provide that if for any reason KYOWA is unable to supply CEPHALON's requirements of the Substance(s), KYOWA will arrange for a third party to manufacture the needed quantities of Substance(s) upon the same terms and conditions as continued in the Supply Agreement, or KYOWA will grant to CEPHALON a right to make or have made the Substance(s) on such terms and conditions as may be agreed by the both parties hereto 7.3 KYOWA and CEPHALON agree that a Supply Agreement which incorporates Articles 7.1 and 7.2 and any other necessary terms and conditions with respect to the supply of the Substance(s)) shall be separately executed by the parties hereto. Article 8. Regulatory Considerations When CEPHALON submits the first I.N.D. application relating to the Substance(s) to the F.D.A. KYOWA shall file a manufacturing master file as required by the United States Food & Drug Act and regulations so as to permit the timely supply of the

Page No. 6 [LOGO] KYOWA Substance(s) to CEPHALON. Article 9. Confidentiality 9.1 It is expressly agreed that the Know-How disclosed by KYOWA to CEPHALON and scientific and technical advice and support furnished by KYOWA to CEPHALON pursuant to Article 3.1 shall be treated by CEPHALON as confidential. CEPHALON shall not disclose any such Know-How and advice and support to any third party without the prior written consent of KYOWA, except to the extent required by the appropriate governmental authorities. Notwithstanding the foregoing, CEPHALON may disclose such information to any person to whom CEPHALON grants a sublicense as permitted under Article 2.2 if such person agrees to be bound by the same confidentiality obligation with respect to such information. The obligations undertaken by CEPHALON under this Article 10.1 shall survive for ten (10) years beyond the termination of this License Agreement.

Page No. 6 [LOGO] KYOWA Substance(s) to CEPHALON. Article 9. Confidentiality 9.1 It is expressly agreed that the Know-How disclosed by KYOWA to CEPHALON and scientific and technical advice and support furnished by KYOWA to CEPHALON pursuant to Article 3.1 shall be treated by CEPHALON as confidential. CEPHALON shall not disclose any such Know-How and advice and support to any third party without the prior written consent of KYOWA, except to the extent required by the appropriate governmental authorities. Notwithstanding the foregoing, CEPHALON may disclose such information to any person to whom CEPHALON grants a sublicense as permitted under Article 2.2 if such person agrees to be bound by the same confidentiality obligation with respect to such information. The obligations undertaken by CEPHALON under this Article 10.1 shall survive for ten (10) years beyond the termination of this License Agreement. 9.2 It is expressly agreed that the information disclosed by CEPHALON to KYOWA and scientific and technical advice and support furnished by CEPHALON pursuant to Articles 3.2 and 3.3 shall be treated by KYOWA as confidential, and KYOWA shall not disclose any such information and advice and support to any third party without the prior written consent of CEPHALON, except to the extent required by the appropriate governmental authorities. Notwithstanding the foregoing, KYOWA may disclose such information to any person to whom KYOWA grants a sublicense as permitted under Article 2.1 if such person agrees to be bound by the same confidentiality obligations with respect to such information. The obligation undertaken under this Article 9.2 shall survive for ten (10) years beyond the termination of this License Agreement, 9.3 The obligations undertaken by the parties hereto pursuant to Article 9.1 and 9.2 shall not, in any event, apply to any information which: (a) at the time of disclosure is or thereafter becomes available to the public in published literature or otherwise through no fault of the receiving party; or (b) as known to, or otherwise in its possession of the receiving party prior to the receipt of such information from the other party as evidenced by the written records of the receiving party; or (c) is obtained by the receiving party from a third party who would not be breaching a

Page No. 7 [LOGO] KYOWA commitment of confidentiality by disclosing such information; or (d) was Independently developed by the receiving party by an employee who did not have access to the disclosed information; or (e) was disclosed in accordance with Article l0. Article 10. Publicity and Publication 10.1 CEPHALON and KYOWA agree not to issue any press release or other public statement disclosing the existence of or relating to this License Agreement without the prior written consent of the other party, provided, however, that neither party shall be prevented from complying with any duty of disclosure (including SEC filings) it may have pursuant to securities or other applicable law. The form of initial press release announcing this transaction, in the form attached as Exhibit B hereto, is accepted by both parties.

Page No. 7 [LOGO] KYOWA commitment of confidentiality by disclosing such information; or (d) was Independently developed by the receiving party by an employee who did not have access to the disclosed information; or (e) was disclosed in accordance with Article l0. Article 10. Publicity and Publication 10.1 CEPHALON and KYOWA agree not to issue any press release or other public statement disclosing the existence of or relating to this License Agreement without the prior written consent of the other party, provided, however, that neither party shall be prevented from complying with any duty of disclosure (including SEC filings) it may have pursuant to securities or other applicable law. The form of initial press release announcing this transaction, in the form attached as Exhibit B hereto, is accepted by both parties. lO.2 If either party wishes to publish or present information related to the Substance(s) in a scientific journal or conference proceeding, it shall furnish a copy of the proposed manuscript or presentation outline to the other party as soon as practicable, but in no event less than thirty (30) days before manuscript submission or the presentation date. The parties will cooperate to permit patent filings and any other protections to be instituted to protect any such proposed disclosure before the disclosure occurs. Article 11. Patents 11.1 Neither party shall be obliged to defend or hold harmless the other party against any suit, damage claim or demand based on actual or alleged infringement of any patent resulting from the exercise or use of any right or license granted hereunder. 11.2 Notwithstanding the foregoing, each party shall promptly notify the other party of any suit, damage claim or demand referred to in Article 11.1, whereupon the parties shall negotiate to determine which party, if any, should defend or prosecute. Neither party may settle such claim or action without the consent of the other party. The parties also shall discuss how the expenses of defense or prosecution should be treated, including the reduction of royalties if CEPHALON is defending or prosecuting the action.

Page No. 8 [LOGO] KYOWA 11.3 In the event that CEPHALON becomes aware of a product, made, used or sold in the Territory which it believes to infringe a valid claim of an issued Patents owned or controlled by KYOWA or its Affiliates. CEPHALON shall promptly advise KYOWA of all the facts and circumstances known in connection therewith. KYOWA shall have the right to enforce such Patents against such infringement, at its own expense. In the event that, one hundred eighty (180) days after receiving notice from CEPHALON of the infringement, KYOWA fails to decide to institute any action to so enforce such Patents, or if KYOWA fails to timely implement such action which KYOWA has decided to institute, then CEPHALON shall have the right to do so at its own expense and in its own name if possible. KYOWA shall cooperate with CEPHALON in such effort including being joined as a party to such lawsuit. The party bearing the expenses for such litigation shall keep any damages recovered therefrom. 11.4 KYOWA agrees to diligently prosecute and maintain the Patents owned or controlled by KYOWA or its Affiliates and to inform CEPHALON of all written communications to and from Patent Office in the Territory including providing CEPHALON with copies of all such written communications upon request of CEPHALON. However, if Kyowa does not prosecute the Patent CEPHALON may prosecute the Patent in the CEPHALON's

Page No. 8 [LOGO] KYOWA 11.3 In the event that CEPHALON becomes aware of a product, made, used or sold in the Territory which it believes to infringe a valid claim of an issued Patents owned or controlled by KYOWA or its Affiliates. CEPHALON shall promptly advise KYOWA of all the facts and circumstances known in connection therewith. KYOWA shall have the right to enforce such Patents against such infringement, at its own expense. In the event that, one hundred eighty (180) days after receiving notice from CEPHALON of the infringement, KYOWA fails to decide to institute any action to so enforce such Patents, or if KYOWA fails to timely implement such action which KYOWA has decided to institute, then CEPHALON shall have the right to do so at its own expense and in its own name if possible. KYOWA shall cooperate with CEPHALON in such effort including being joined as a party to such lawsuit. The party bearing the expenses for such litigation shall keep any damages recovered therefrom. 11.4 KYOWA agrees to diligently prosecute and maintain the Patents owned or controlled by KYOWA or its Affiliates and to inform CEPHALON of all written communications to and from Patent Office in the Territory including providing CEPHALON with copies of all such written communications upon request of CEPHALON. However, if Kyowa does not prosecute the Patent CEPHALON may prosecute the Patent in the CEPHALON's Territory. 11.5 During the life of this License Agreement, neither party shall independently develop any chemical analogs based upon the Substance(s) or any information obtained front the R & D with a purpose of applying for a patent except in the cases where both parties co-apply for a patent on such terms and conditions as may be agreed by both parties. 11.6 All the result, information and data directly derived from the R & D hereunder shall be the sole property of CEPHALON except the cases where both parties agree to co-apply for any patent or right, providing that KYOWA, its Affiliates and its sublicensees are hereby granted a royalty-free right to use the same in KYOWA's respective territory. Article 12. Communication of Side Effects and Regulations 12.1 Each party shall promptly report to the other parry any unusual or unexpected reactions or side effects concerning the Pharmaceutical(s). All such reports by KYOWA shall meet the requirements of the United States Food and Drug Administration with respect to the reporting of adverse drug reactions. All such reports by CEPHALON shall meet the requirements of the appropriate Japanese regulatory

Page No. 9

[LOGO] KYOWA

authority with respect to the reporting of adverse drug reactions.

12.2 Each party shall communicate to the other party all existing or contemplated laws of regulations of which each party is aware in the Territory applicable to or affecting the Pharmaceutical(s) and any government action likely to have an impact on the Pharmaceutical(s). Article 13. Term and Termination 13.1 This License Agreement shall become effective as of the date first above written and shall expire upon the expiration of the last to expire of the Patents. 13.2 This License Agreement shall be automatically terminated if: (a) CEPHALON fails in filing an I.N.D. for any Pharmaceutical(s) within five (5) years from the date first above written or;

Page No. 9

[LOGO] KYOWA

authority with respect to the reporting of adverse drug reactions.

12.2 Each party shall communicate to the other party all existing or contemplated laws of regulations of which each party is aware in the Territory applicable to or affecting the Pharmaceutical(s) and any government action likely to have an impact on the Pharmaceutical(s). Article 13. Term and Termination 13.1 This License Agreement shall become effective as of the date first above written and shall expire upon the expiration of the last to expire of the Patents. 13.2 This License Agreement shall be automatically terminated if: (a) CEPHALON fails in filing an I.N.D. for any Pharmaceutical(s) within five (5) years from the date first above written or; (b) CEPHALON discontinues the development of the Pharmaceutical(s) because of reasons relating to the safety or efficacy of the Pharmaceutical(s). No compensation for such termination shall be paid by CEPHALON to KYOWA in any of the foregoing cases under this Article 13.2. 13.3 If either party breaches any material provision of this License Agreement and fails to remedy such breach within sixty (60 ) days after the date of notice thereof by the aggrieved party, the aggrieved party may at any time thereafter terminate this License Agreement. 13.4 Either party hereto shall have the right to terminate this License Agreement forthwith by written notice to the other party (i) if the other party is declared insolvent or bankrupt by a court of competent jurisdiction, (ii) if a voluntary or involuntary petition in bankruptcy is filed in any court of competent jurisdiction against the other party or (iii) if other party shall make or execute an assignment for the benefit of creditors. 13.5 In the event of the termination of this License Agreement pursuant to Article 13.3 and 13.4, each party shall promptly, at no cost, transfer or assign, upon request, to the requesting party or to such party's designee, all approvals, permits, registrations and any other rights obtained by the other party with respect to the Pharmaceutical(s), to the extent permitted by the laws in the applicable territory.

Page No. 10 [LOGO] KYOWA 13.6 No party shall on termination of the License Agreement for whatever reason be relieved of its obligations accrued hereunder prior to the date of such termination, including any obligation to make payments or reports relating to the prior sales or use. Article 14. Assignment Neither this agreement nor any rights or benefits or obligations hereunder shall be assignable or transferable by either of the parties hereto without the prior written consent of the other party. Article 15. Force Majeure Neither party shall be responsible nor liable to the other party for failure or delay in the performance of this License Agreement due to any war, fire, accident, or other casualty, or any labor disturbance or act of God or

Page No. 10 [LOGO] KYOWA 13.6 No party shall on termination of the License Agreement for whatever reason be relieved of its obligations accrued hereunder prior to the date of such termination, including any obligation to make payments or reports relating to the prior sales or use. Article 14. Assignment Neither this agreement nor any rights or benefits or obligations hereunder shall be assignable or transferable by either of the parties hereto without the prior written consent of the other party. Article 15. Force Majeure Neither party shall be responsible nor liable to the other party for failure or delay in the performance of this License Agreement due to any war, fire, accident, or other casualty, or any labor disturbance or act of God or the public enemy, or any other contingency beyond such party's reasonable control. Article l6. Notices Any notice or communication required or permitted to be given or made under this License Agreement by one of the parties hereto to the other shall be in writing and shall be deemed to have been sufficiently given or made for all purposes if mailed by registered mail, postage prepaid, addressed to such other party at its respective address as follows:
Kyowa Hakko Kogyo Co., Ltd. 1-6-1 Ohtemachi Chiyoda-ku, Tokyo 100 Japan Attention: General Manager Licensing Cephalon, Inc. 145 Brandywine Parkway, West Chester PA 19380 U.S.A. Attention: President

Article 17. Entire Agreement This Agreement sets forth the entire agreement of the parties with respect to the subject matter contained herein and may not be modified or amended except as expressly stated

Page No. 11 [LOGO] KYOWA herein or by a written agreement duly executed by both parties hereto. Article 18. Governing Law This License Agreement shall be construed and the rights of the parties governed in accordance with the laws of Japan. All dispute, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this License Agreement, or the breach thereof, shall be settled amicably through negotiations between the parties hereto. If such negotiations should fail to yield an amicable settlement, then such disputes, controversies or differences shall be brought in West Chester, Pennsylvania and shall be brought in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any proceeding brought by CEPHALON shall be brought in Tokyo, Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The award rendered by arbitrator(s) shall be final and binding upon both parties.

Page No. 11 [LOGO] KYOWA herein or by a written agreement duly executed by both parties hereto. Article 18. Governing Law This License Agreement shall be construed and the rights of the parties governed in accordance with the laws of Japan. All dispute, controversies or differences which may arise between the parties hereto, out of or in relation to or in connection with this License Agreement, or the breach thereof, shall be settled amicably through negotiations between the parties hereto. If such negotiations should fail to yield an amicable settlement, then such disputes, controversies or differences shall be brought in West Chester, Pennsylvania and shall be brought in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Any proceeding brought by CEPHALON shall be brought in Tokyo, Japan in accordance with the Commercial Arbitration Rules of the Japan Commercial Arbitration Association. The award rendered by arbitrator(s) shall be final and binding upon both parties. Article 19. Severability If any provisions hereof shall be determined to be invalid, illegal or unenforceable, the validity, legality or effect of the other provisions of this License Agreement shall not be affected or impaired thereby. In the event any provisions shall be held invalid, illegal or unenforceable the parties shall use best efforts to substitute a valid, legal and enforceable provision, which, insofar as practical, implements the purposes hereof. IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be signed and executed in duplicate by their duly authorized representatives as of the day, month and year first above written.
CEPHALON, INC By: /s/ ILLEGIBLE -------------------Title: Vice President ------------------Dated: May 15, 1992 ------------------KYOWA HAKKO KOGYO CO., LTD By: /s/ ILLEGIBLE --------------------Title: Senior Managing Director ----------------------------Dated: May 15, 1992 -----------------------------

EXHIBIT A Substance(s)
KT# --5554 5555 5557 5632 5633 5634 5638 5639 5640 M.W. ---311 467 475 551 509 464 407 409 339 weight(mg) ---------1 1.1 0.8 1.2 1 1 1 1 1 KT# --5951 5952 5958 5959 6005 6069 6076 6118 6121 M.W. ---496 480 466 500 601 557 444 479 493 weight(mg) ---------1.1 1 1 1.1 1.1 1.1 0.9 1.1 1.2

EXHIBIT A Substance(s)
KT# --5554 5555 5557 5632 5633 5634 5638 5639 5640 5642 5644 5707 5709 5710 5711 5713 5720 5738 5739 5740 5812 5813 5818 5822 5823 5860 5861 5871 5872 5876 5906 5907 5920 M.W. ---311 467 475 551 509 464 407 409 339 581 325 479 415 399 394 481 537 509 523 551 422 485 495 481 495 639 546 466 550 452 440 440 538 weight(mg) ---------1 1.1 0.8 1.2 1 1 1 1 1 1.1 1.2 1 0.9 1.1 1 1.1 1.2 1 0.6 1 0.9 1.5 1.1 1.1 1.1 1 1 1 1 0.7 1.1 1.1 1.1 KT# --5951 5952 5958 5959 6005 6069 6076 6118 6121 6122 6124 6160 6169 6197 6228 6239 6240 6260 6292 6294 6295 6297 6349 6384 6386 6398 6399 6400 6434 6435 6454 6455 6459 M.W. ---496 480 466 500 601 557 444 479 493 508 468 494 452 480 493 481 495 481 478 478 492 467 497 492 553 523 413 487 507 506 462 539 466 weight(mg) ---------1.1 1 1 1.1 1.1 1.1 0.9 1.1 1.2 0.7 0.9 0.8 1 1 0.9 0.7 1.2 1.3 0.6 0.9 1.1 1.5 1.6 0.8 1.1 1 0.6 1 1.2 0.9 0.9 1.2 1.5

5921 5923 5926 5932 5935 5937 5943 5944 5945 5946 5947 5948 5949 5950

483 552 525 436 481 508 480 464 485 469 501 480 494 522

1.6 1.1 1.3 1 1.7 1 1.1 1 1.4 1.2 1 1.2 1 1

6492 6493 6519 6570 6571 6572 6587 6594 6595 6606 6607 6616 6617 6618 6663

531.5 571.5 325 639 561.5 589.5 453 547 497 617 483 527 455 499 506

1 0.9 1.1 1.1 0.6 1.1 1.1 0.8 0.7 0.7 0.8 0.6 1.2 0.9 0.8

Exhibit E - Research Program [to be provided by Cephalon]

Proposed Research Collaboration General Objectives o Complete development of CEP-1347 and clinically evaluate potential for treatment of neurodegenerative disease o Refine and implement novel discovery path based on proposed mechanism (with fused pyrrolocarbazoles) for identification of "back-up" molecule o Identify additional innovative targets for further drug discovery efforts Cephalon Confidential [Draft: To be approved and implemented by Lundbeck/Cephalon JMT]

Year 1: Proposed Research Collaboration Primary Development Objectives: I. Development of CEP-1347 Note: Decision to be made jointly with partner based on the best opportunity with CEP-1347 or a fused pyrrolocarbazole. o Complete development activities for CEP-1347 and initiate clinical evaluation with the following objectives:

Exhibit E - Research Program [to be provided by Cephalon]

Proposed Research Collaboration General Objectives o Complete development of CEP-1347 and clinically evaluate potential for treatment of neurodegenerative disease o Refine and implement novel discovery path based on proposed mechanism (with fused pyrrolocarbazoles) for identification of "back-up" molecule o Identify additional innovative targets for further drug discovery efforts Cephalon Confidential [Draft: To be approved and implemented by Lundbeck/Cephalon JMT]

Year 1: Proposed Research Collaboration Primary Development Objectives: I. Development of CEP-1347 Note: Decision to be made jointly with partner based on the best opportunity with CEP-1347 or a fused pyrrolocarbazole. o Complete development activities for CEP-1347 and initiate clinical evaluation with the following objectives: o Determine PK and multi-does tolerability in Phase 1 o Evaluate the potential for using a surrogate marker of mechanism (to facilitate phase 2 dosage selection) and couple with pre-clinical activities. o With collaborator, determine the most appropriate path forward for Phase 2 evaluation in an appropriate neurological disease (AD, Parkinson's, ALS). o Continue to define the breadth of pharmacological activities. Cephalon Confidential [Draft: To be approved and implemented by Lundbeck/Cephalon JMT]

Year 1: Proposed Research Collaboration Primary Research Objectives: 1. Complete, validate and implement discovery cascade; identify potential development candidates; chemically refine o Complete the development of the discovery path, immediately target chemistry, screen, identification of leads (Based on distribution MLK2/DLK primary initial target).

Proposed Research Collaboration General Objectives o Complete development of CEP-1347 and clinically evaluate potential for treatment of neurodegenerative disease o Refine and implement novel discovery path based on proposed mechanism (with fused pyrrolocarbazoles) for identification of "back-up" molecule o Identify additional innovative targets for further drug discovery efforts Cephalon Confidential [Draft: To be approved and implemented by Lundbeck/Cephalon JMT]

Year 1: Proposed Research Collaboration Primary Development Objectives: I. Development of CEP-1347 Note: Decision to be made jointly with partner based on the best opportunity with CEP-1347 or a fused pyrrolocarbazole. o Complete development activities for CEP-1347 and initiate clinical evaluation with the following objectives: o Determine PK and multi-does tolerability in Phase 1 o Evaluate the potential for using a surrogate marker of mechanism (to facilitate phase 2 dosage selection) and couple with pre-clinical activities. o With collaborator, determine the most appropriate path forward for Phase 2 evaluation in an appropriate neurological disease (AD, Parkinson's, ALS). o Continue to define the breadth of pharmacological activities. Cephalon Confidential [Draft: To be approved and implemented by Lundbeck/Cephalon JMT]

Year 1: Proposed Research Collaboration Primary Research Objectives: 1. Complete, validate and implement discovery cascade; identify potential development candidates; chemically refine o Complete the development of the discovery path, immediately target chemistry, screen, identification of leads (Based on distribution MLK2/DLK primary initial target). o Complete the characterization of MLK Family in neuronal death processes in vitro and in vivo. o Complete localization and distribution studies IQ (rat and human brain; non-CNS/PNS tissues) o Complete confirmation of involvement in cell death of primary neuronal and/or PC12 cultures (dominant negative; on-going)

Year 1: Proposed Research Collaboration Primary Development Objectives: I. Development of CEP-1347 Note: Decision to be made jointly with partner based on the best opportunity with CEP-1347 or a fused pyrrolocarbazole. o Complete development activities for CEP-1347 and initiate clinical evaluation with the following objectives: o Determine PK and multi-does tolerability in Phase 1 o Evaluate the potential for using a surrogate marker of mechanism (to facilitate phase 2 dosage selection) and couple with pre-clinical activities. o With collaborator, determine the most appropriate path forward for Phase 2 evaluation in an appropriate neurological disease (AD, Parkinson's, ALS). o Continue to define the breadth of pharmacological activities. Cephalon Confidential [Draft: To be approved and implemented by Lundbeck/Cephalon JMT]

Year 1: Proposed Research Collaboration Primary Research Objectives: 1. Complete, validate and implement discovery cascade; identify potential development candidates; chemically refine o Complete the development of the discovery path, immediately target chemistry, screen, identification of leads (Based on distribution MLK2/DLK primary initial target). o Complete the characterization of MLK Family in neuronal death processes in vitro and in vivo. o Complete localization and distribution studies IQ (rat and human brain; non-CNS/PNS tissues) o Complete confirmation of involvement in cell death of primary neuronal and/or PC12 cultures (dominant negative; on-going) o Complete characterization of test for inhibition of SAPK pathway in vivo (MPTP, MES) o Initiation of the elucidation of additional discovery targets involved in neuronal death processes by utilizing "inhouse" screens, literature, genomics information, expression profiles in human diseased brain and/or biochemical and molecular approaches, identify candidate kinases, clone, express, characterize and provide for screening Cephalon Confidential [Draft: To be approved and implemented by Lundbeck Cephalon JMT]

Years 2 and 3: Proposed Research Collaboration

Year 1: Proposed Research Collaboration Primary Research Objectives: 1. Complete, validate and implement discovery cascade; identify potential development candidates; chemically refine o Complete the development of the discovery path, immediately target chemistry, screen, identification of leads (Based on distribution MLK2/DLK primary initial target). o Complete the characterization of MLK Family in neuronal death processes in vitro and in vivo. o Complete localization and distribution studies IQ (rat and human brain; non-CNS/PNS tissues) o Complete confirmation of involvement in cell death of primary neuronal and/or PC12 cultures (dominant negative; on-going) o Complete characterization of test for inhibition of SAPK pathway in vivo (MPTP, MES) o Initiation of the elucidation of additional discovery targets involved in neuronal death processes by utilizing "inhouse" screens, literature, genomics information, expression profiles in human diseased brain and/or biochemical and molecular approaches, identify candidate kinases, clone, express, characterize and provide for screening Cephalon Confidential [Draft: To be approved and implemented by Lundbeck Cephalon JMT]

Years 2 and 3: Proposed Research Collaboration I. Complete characterization of structurally novel, (e.g.: non-indolocarbazole) selective MLK family member(s) (e.g.: MLK-2) (or appropriate target) inhibitor and recommend for development (2Q, Year 2) o Complete all pre-clinical, non-development activities for successful recommendation of candidate compound o Support development of candidate compound II. Continued elucidation and identification of molecular processes involved in neuronal death (continuation from Year 1) o Identification and characterization of at least one to two additional molecular targets for discovery efforts o Validation of importance in neuronal death and role in specific disease o Establishment of necessary reagents, in vitro and in vivo models per the discovery flow o Initiate discovery program (targeted chemistry) Cephalon Confidential [Draft; To be approved and implemented by Lundbeck/Cephalon JMT]

Summary of Milestones

Years 2 and 3: Proposed Research Collaboration I. Complete characterization of structurally novel, (e.g.: non-indolocarbazole) selective MLK family member(s) (e.g.: MLK-2) (or appropriate target) inhibitor and recommend for development (2Q, Year 2) o Complete all pre-clinical, non-development activities for successful recommendation of candidate compound o Support development of candidate compound II. Continued elucidation and identification of molecular processes involved in neuronal death (continuation from Year 1) o Identification and characterization of at least one to two additional molecular targets for discovery efforts o Validation of importance in neuronal death and role in specific disease o Establishment of necessary reagents, in vitro and in vivo models per the discovery flow o Initiate discovery program (targeted chemistry) Cephalon Confidential [Draft; To be approved and implemented by Lundbeck/Cephalon JMT]

Summary of Milestones Year 1: o Development Milestones CEP- 1347 enters phase I (makes assumption of joint decision to proceed) o Research Milestones o Validation and implementation of MLK family member inhibitor discovery program as a disease relevant target; identification of viable predevelopment leads o Initiate characterization of additional neuronal processes of cell death for target identification Year 2: o Research Milestones (Clinical development of CEP-1347 not considered for simplicity) o Recommendation of selective MLK family member (or appropriate Kinase target) inhibitor for development (2Q) o Expansion of therapeutic utility of leads by further understanding of molecular involvement of target in disease process o Choice and initiation of "new target" discovery program (may be continuation from Year 1) Cephalon Confidential [Draft: To be approved and implemented by Lundbeck/Cephalon JMT]

Identification/Screening: "Neurotrophic" Small Molecules

Summary of Milestones Year 1: o Development Milestones CEP- 1347 enters phase I (makes assumption of joint decision to proceed) o Research Milestones o Validation and implementation of MLK family member inhibitor discovery program as a disease relevant target; identification of viable predevelopment leads o Initiate characterization of additional neuronal processes of cell death for target identification Year 2: o Research Milestones (Clinical development of CEP-1347 not considered for simplicity) o Recommendation of selective MLK family member (or appropriate Kinase target) inhibitor for development (2Q) o Expansion of therapeutic utility of leads by further understanding of molecular involvement of target in disease process o Choice and initiation of "new target" discovery program (may be continuation from Year 1) Cephalon Confidential [Draft: To be approved and implemented by Lundbeck/Cephalon JMT]

Identification/Screening: "Neurotrophic" Small Molecules II. Target Directed Approach (Proposed)
Recom. Protein Expression - Molecular Biology - Assay Development

Medicinal Chemistry

Compound Library In Vitro Kinase affinity; Guide Chemical Effort K, Determination

Kinase Screen Binding/Enzymatic MLK-3, DLK, MEK Primary Trk, PKC Secondary Biochemical/Molecular Identification of Relevant Kinases in Neuronal Cell
Death Processes Transient Transfection/TetInducible Cell Assay for Kinase of choice Inhibits target in cells IC(50)

Biochemical Validation Activation of Molecular Target in Disease Relevant In Vitro and In Vivo Models

Oral BA LC/MS/MS

Inhibition of Target Leads to Functional Event in Appropriate Cell Type (e.g., Neurons)

In Vivo Demonstration of Inhibition of Molecular Target in the CNS or PNS po/sc Pharmacological Evaluation (Biochemical, Functional, Behavioral) in Disease Relevant Models po

Identification/Screening: "Neurotrophic" Small Molecules II. Target Directed Approach (Proposed)
Recom. Protein Expression - Molecular Biology - Assay Development

Medicinal Chemistry

Compound Library In Vitro Kinase affinity; Guide Chemical Effort K, Determination

Kinase Screen Binding/Enzymatic MLK-3, DLK, MEK Primary Trk, PKC Secondary Biochemical/Molecular Identification of Relevant Kinases in Neuronal Cell
Death Processes Transient Transfection/TetInducible Cell Assay for Kinase of choice Inhibits target in cells IC(50)

Biochemical Validation Activation of Molecular Target in Disease Relevant In Vitro and In Vivo Models

Oral BA LC/MS/MS

Inhibition of Target Leads to Functional Event in Appropriate Cell Type (e.g., Neurons)

In Vivo Demonstration of Inhibition of Molecular Target in the CNS or PNS po/sc Pharmacological Evaluation (Biochemical, Functional, Behavioral) in Disease Relevant Models po General Pharmacology Recommendation for Development Cephalon Confidential [Draft; To be approved and implemented by Lundbeck/Cephalon JMT]

Exhibit F - List of Countries in the Territory Europe Western Europe Austria Belgium Denmark Finland France Germany Greece Iceland Ireland Italy Liechtenstein Luxembourg The Netherlands

Exhibit F - List of Countries in the Territory Europe Western Europe Austria Belgium Denmark Finland France Germany Greece Iceland Ireland Italy Liechtenstein Luxembourg The Netherlands Norway Portugal Spain Sweden Switzerland United Kingdom Eastern Europe Bosnia-Herzegovina Bulgaria Croatia Czech Republic Hungary Poland Romania Serbia Slovakia Any country that was included within the boundaries of the Union of Soviet Socialist Republics immediately prior to its dissolution on December 25, 1991. Middle East

Babrain Cyprus Egypt Iran Iraq Israel Jordan Kuwait Lebanon Oman Qatar Saudi Arabia Syria Turkey

Babrain Cyprus Egypt Iran Iraq Israel Jordan Kuwait Lebanon Oman Qatar Saudi Arabia Syria Turkey United Arab Emirates Yemen South America Argentina Bolivia Brazil Chile Columbia Easter Island Ecuador Falkland Islands Fernando de Noronha Archipelago French Guiana Galapagos Island Guyana Juan Fernandez Islands Paraguay Peru Suriname Uruguay Venezuela

COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the "Agreement") is made as of May 28, 1999 by and between Cephalon, Inc., a Delaware corporation with its principal place of business located at 145 Brandywine Parkway, West Chester, Pennsylvania 19380-4245, USA (the "Company"), and H. Lundbeck A/S, a Danish corporation with its principal place of business located at 9 Ottiliavej, DK-2500 Valby Copenhagen, DENMARK ("Buyer"). WITNESSETH: WHEREAS, as of this date the Company and the Buyer will enter into a Joint Research, Development and License Agreement (the "License Agreement") covering their collaborative efforts to engage in research, development and commercialization of certain therapeutic drugs for the treatment of diseases of the nervous system; and WHEREAS, concurrent with the execution of the License Agreement by the Company and Buyer, Buyer has agreed to purchase and the Company has agreed to sell to Buyer shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), on the terms and conditions set forth herein.

COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the "Agreement") is made as of May 28, 1999 by and between Cephalon, Inc., a Delaware corporation with its principal place of business located at 145 Brandywine Parkway, West Chester, Pennsylvania 19380-4245, USA (the "Company"), and H. Lundbeck A/S, a Danish corporation with its principal place of business located at 9 Ottiliavej, DK-2500 Valby Copenhagen, DENMARK ("Buyer"). WITNESSETH: WHEREAS, as of this date the Company and the Buyer will enter into a Joint Research, Development and License Agreement (the "License Agreement") covering their collaborative efforts to engage in research, development and commercialization of certain therapeutic drugs for the treatment of diseases of the nervous system; and WHEREAS, concurrent with the execution of the License Agreement by the Company and Buyer, Buyer has agreed to purchase and the Company has agreed to sell to Buyer shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), on the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the adequacy of which is hereby affirmed, the parties hereby agree as follows. 1. Authorization and Issuance. 1.1 Authorization of Shares. The Company has authorized the issuance to the Buyer of [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] shares of its Common Stock (the "Shares"). 1.2 Issuance and Purchase of Shares. Subject to the terms and conditions hereof, the Company will issue to the Buyer [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] duly authorized, validly issued, fully paid and nonassessable shares of its Common Stock at a purchase price per share equal to the average closing price of the Common Stock for the five Trading Days immediately prior to the date of this Agreement. In consideration for the Shares, Buyer shall pay the Company in United States dollars the aggregate purchase price for the Shares effected by wire transfer in accordance with those instructions provided by the Company to the Buyer. The Company shall deliver to the Buyer on, or as soon as practicable thereafter, the date hereof a certificate representing the Shares registered in the name of the Buyer (or in the name of another entity as may designated by the Buyer). For the purposes of this Agreement, (i) "Trading Day" means at any time a day on which any of a national securities exchange, Nasdaq or such other securities market which at such time constitutes the principal securities market for the Common Stock is open for general trading of securities; and (ii) "Nasdaq" means the Nasdaq National Market. -1-

2. Representations and Warranties of the Company. The Company represents and warrants to Buyer as of the date hereof as follows: 2.1 Organization and Standing. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. 2.2 Corporate Power; Authorization. The Company has all requisite legal and corporate power and has taken all requisite corporate action to execute and deliver this Agreement, to issue the Shares to Buyer and to carry out and perform all of its obligations hereunder. This Agreement has been duly authorized, executed and delivered on behalf of the Company and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally; and (ii) as limited by equitable principles generally. The consummation of the transactions contemplated herein and the fulfillment of the terms hereof will not (i) result in a breach of any of the terms or provisions of, or constitute a default under, the Company's Restated Certificate of Incorporation, the Company's bylaws, or any material indenture, mortgage, deed of trust

2. Representations and Warranties of the Company. The Company represents and warrants to Buyer as of the date hereof as follows: 2.1 Organization and Standing. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware. 2.2 Corporate Power; Authorization. The Company has all requisite legal and corporate power and has taken all requisite corporate action to execute and deliver this Agreement, to issue the Shares to Buyer and to carry out and perform all of its obligations hereunder. This Agreement has been duly authorized, executed and delivered on behalf of the Company and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally; and (ii) as limited by equitable principles generally. The consummation of the transactions contemplated herein and the fulfillment of the terms hereof will not (i) result in a breach of any of the terms or provisions of, or constitute a default under, the Company's Restated Certificate of Incorporation, the Company's bylaws, or any material indenture, mortgage, deed of trust or other agreement or instrument to which the Company is a party or by which it or its properties is bound, or (ii) violate or contravene any applicable law, rule or regulation or any applicable decree, judgment or order of any court, United States federal or state regulatory body, administrative agency or other governmental body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets, in any such case which would be reasonably likely to have a material adverse effect on the business, properties, operations, condition (financial or other), results of operations or prospects of the Company and its subsidiaries, taken as a whole, or the validity or enforceability of, or the ability of the Company to perform its obligations under this Agreement. 2.3 Shares. The Company has full corporate power and lawful authority to issue the Shares to Buyer on the terms and conditions contemplated herein, and when so issued against payment therefor as provided herein, the Shares will be validly authorized and issued, fully paid and nonassessable. The issuance and delivery of the Shares is not subject to preemptive or any similar rights of the stockholders of the Company or any liens or encumbrances arising through the Company. The Common Stock is listed for trading on Nasdaq and (1) the Company and the Common Stock meet the criteria for continued listing and trading on Nasdaq; (2) the Company has not been notified since January 1, 1996 by the NASD or the Nasdaq Stock Market of any failure or potential failure to meet the criteria for continued listing and trading on Nasdaq; and (3) no suspension of trading in the Common Stock is in effect. The Company knows of no reason that the Shares will become ineligible for listing on Nasdaq. 2.4 Capitalization. The authorized capital stock of the Company consists of (A) [* The confidential material contained herein has been omitted and has been separately filed with the Commission.] shares have been designated Series A Junior Participating Preferred Stock, and none of which are outstanding. The Company's Annual Report on Form 10-K for the year ended December 31, 1998 discloses as of the filing date thereof all outstanding options or warrants for the purchase -2-

of, or rights to purchase or subscribe for, or securities convertible into, exchangeable for, or otherwise entitling the holder to acquire, Common Stock or other capital stock of the Company, or any contracts or commitments to issue or sell Common Stock or other capital stock of the Company or any such options, warrants, rights or other securities; and from such date to the date hereof there has been, no material change in the amount or terms of any of the foregoing except for the grant or exercise of options to purchase shares of Common Stock pursuant to the Company's stock option plans in effect on the date of this Agreement. 2.5 Approvals, Filings, Etc. No authorization, approval or consent of, or filing with, any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained or made by the Company for (x) the execution, delivery and performance by the Company of this Agreement, (y) the issuance and sale of the Shares as contemplated by this Agreement and (z) the performance by the Company of its obligations under this Agreement, other than (1) as may be required under applicable state securities or "blue sky" laws, (2) the listing of the shares on Nasdaq, and (3) the filing of a Form D with the Securities and Exchange Commission ("SEC") with respect to the Shares as required under

of, or rights to purchase or subscribe for, or securities convertible into, exchangeable for, or otherwise entitling the holder to acquire, Common Stock or other capital stock of the Company, or any contracts or commitments to issue or sell Common Stock or other capital stock of the Company or any such options, warrants, rights or other securities; and from such date to the date hereof there has been, no material change in the amount or terms of any of the foregoing except for the grant or exercise of options to purchase shares of Common Stock pursuant to the Company's stock option plans in effect on the date of this Agreement. 2.5 Approvals, Filings, Etc. No authorization, approval or consent of, or filing with, any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained or made by the Company for (x) the execution, delivery and performance by the Company of this Agreement, (y) the issuance and sale of the Shares as contemplated by this Agreement and (z) the performance by the Company of its obligations under this Agreement, other than (1) as may be required under applicable state securities or "blue sky" laws, (2) the listing of the shares on Nasdaq, and (3) the filing of a Form D with the Securities and Exchange Commission ("SEC") with respect to the Shares as required under Regulation D promulgated under the Securities Act of 1933, as amended (the "1933 Act"). 2.6 SEC Filings. The Company has timely filed all reports required to be filed under the Securities Exchange Act of 1934, as amended (the "1934 Act") and any other material reports or documents required to be filed with the SEC since January 1, 1997 (the "SEC Filings"). All of such reports and documents complied, when filed, in all material respects, with all applicable requirements of the 1933 Act and the 1934 Act. The Company meets the requirements for the use of (i) Form S-3 for the registration of the resale of the Shares by the Buyer and/or any subsequent holder(s) of the Shares and (ii) Rule 144 for the sale of the Shares by the Buyer and/or any subsequent holder(s) of the Shares (subject to compliance with applicable holding periods by the seller of the Shares). The Company has not filed any reports with the SEC under the 1934 Act since December 31, 1998 other than the SEC Filings. 2.7 Investment Company. Neither the Company nor any of its subsidiaries is an "investment company" within the meaning of such term under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder. 2.8 Absence of Brokers, Finders, Etc. No broker, finder or similar person or entity is entitled to any commission, fee or other compensation by reason of action taken by or on behalf of the Company in connection with the transactions contemplated by this Agreement, and the Company shall pay, and indemnify and hold harmless the Buyer from, any claim made against the Buyer by any person or entity for any such commission, fee or other compensation. 2.9 No Solicitation. No form of general solicitation or general advertising was used by the Company or, to the best of its knowledge, any other person or entity acting on behalf of the Company, in respect of the Shares or in connection with the offer and sale of the Shares. Neither the Company nor, to its knowledge, any person or entity acting on behalf of the Company has, either directly or indirectly, sold or offered for sale to any person or entity any of -3-

the Shares or, within the six months prior to the date hereof, any other similar security of the Company except as disclosed in the SEC Filings; and neither the Company nor any person or entity authorized to act on its behalf will sell or offer for sale any promissory notes, warrants, shares of Common Stock or other securities to, or solicit any offers to buy any such security from, any person or entity so as thereby to cause the issuance or sale of any of the Shares to be in violation of any of the provisions of Section 5 of the 1933 Act. 3. Representations and Warranties of Buyer. Buyer hereby represents and warrants to the Company as of the date hereof as follows: 3.1 Investment Experience. Buyer believes that it has received all the information it considers necessary or appropriate to enable it to decide whether to purchase the Shares. Buyer has had an opportunity to become aware of the Company's business affairs and financial condition, has had an opportunity to ask questions and receive answers, review documents and gather information about the Company and has acquired sufficient

the Shares or, within the six months prior to the date hereof, any other similar security of the Company except as disclosed in the SEC Filings; and neither the Company nor any person or entity authorized to act on its behalf will sell or offer for sale any promissory notes, warrants, shares of Common Stock or other securities to, or solicit any offers to buy any such security from, any person or entity so as thereby to cause the issuance or sale of any of the Shares to be in violation of any of the provisions of Section 5 of the 1933 Act. 3. Representations and Warranties of Buyer. Buyer hereby represents and warrants to the Company as of the date hereof as follows: 3.1 Investment Experience. Buyer believes that it has received all the information it considers necessary or appropriate to enable it to decide whether to purchase the Shares. Buyer has had an opportunity to become aware of the Company's business affairs and financial condition, has had an opportunity to ask questions and receive answers, review documents and gather information about the Company and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. Buyer has such business and financial experience as is required to give it the capacity to protect its own interests in connection with the purchase of the Shares and can bear the economic risk of its investment. Buyer acknowledges receipt of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, the Company's Proxy Statement for the 1999 Annual Meeting on Schedule 14A and Quarterly Report on Form 10-Q for the quarter ended March 31, 1999 (the "SEC Documents") filed by the Company with the SEC. 3.2 Investment Intent. Buyer is purchasing the Shares for investment for its own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the 1933 Act. Buyer has no present intention of selling, granting any participation in, or otherwise distributing the Shares, except in compliance with the 1933 Act or pursuant to an available exemption thereunder. 3.3 Restricted Securities. Buyer understands that the Shares have not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of Buyer's investment intent as expressed herein. Buyer is familiar with Rule 144 under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. 3.4 No Legal, Tax or Investment Advice. Buyer understands that nothing in the SEC Documents, this Agreement or any other materials presented to Buyer in connection with the acquisition of the Shares constitutes legal, tax or investment advice. Buyer has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its acquisition of the Shares. 3.5 Corporate Power; Authority. Buyer has all requisite legal and corporate power and has taken all requisite corporate action to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered on -4-

behalf of Buyer and constitutes the valid and binding agreement of Buyer, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally and (ii) as limited by equitable principles generally. 4. Restrictions on Transfer and Registration Rights. 4.1 Restrictions on Transferability. The Shares shall not be transferable in the absence of registration under the Securities Act and any applicable state securities laws or exemptions therefrom or in the absence of compliance with any term of this Agreement. The Company shall be entitled to give stop transfer instructions to the transfer agent with respect to the Shares in order to enforce the foregoing restrictions. 4.2 Restrictive Legends. Each certificate representing the Shares shall bear substantially the following legends (in addition to any legends required under applicable securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT

behalf of Buyer and constitutes the valid and binding agreement of Buyer, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors' rights generally and (ii) as limited by equitable principles generally. 4. Restrictions on Transfer and Registration Rights. 4.1 Restrictions on Transferability. The Shares shall not be transferable in the absence of registration under the Securities Act and any applicable state securities laws or exemptions therefrom or in the absence of compliance with any term of this Agreement. The Company shall be entitled to give stop transfer instructions to the transfer agent with respect to the Shares in order to enforce the foregoing restrictions. 4.2 Restrictive Legends. Each certificate representing the Shares shall bear substantially the following legends (in addition to any legends required under applicable securities laws): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE SHARES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THE COMMON STOCK PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY). Notwithstanding the above, the Buyer (or any authorized subsequent holder of the Shares) may request that the Company remove any such legend from the certificate(s) evidencing the Shares or issue to Buyer (or to such holder) new certificate(s) therefor that are free of such legend if, with such request, the Company shall have received an opinion of counsel, which opinion is reasonably satisfactory to the Company, to the effect that any transfer by the Buyer (or said holder) of the Shares will not violate the securities laws of the United States or any applicable state laws. 4.3 Shelf Registration. The Company shall file one registration on Form S-3 (or any successor to Form S-3) or any similar short-form registration statement under the Securities Act for the Shares (the "Registration Statement"); provided, however, that the Company shall not be required to effect such registration if the Company shall furnish to Buyer a certificate signed by the President and Chief Executive Officer stating that in the good faith judgment of the Board of Directors, it would be seriously detrimental to the Company and its -5-

stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement for a period of not more than ninety (90) days after the receipt of the request from Buyer. 4.4 About Registration. 4.4.1 The Company shall pay all Registration Expenses (as defined below) in connection with any registration, qualification or compliance hereunder, and Buyer shall pay all Selling Expenses (as defined below) and other expenses that are not Registration Expenses relating to the Shares to be registered in accordance with this Section 4 (the "Registrable Securities") resold by Buyer. "Registration Expenses" shall mean all expenses, except for Selling Expenses, incurred by the Company in complying with the registration provisions of this Agreement, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration. "Selling Expenses" shall mean all selling commissions, underwriting fees and stock transfer taxes applicable to the Registrable Securities and all fees and disbursements of counsel for Buyer.

stockholders for such registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Registration Statement for a period of not more than ninety (90) days after the receipt of the request from Buyer. 4.4 About Registration. 4.4.1 The Company shall pay all Registration Expenses (as defined below) in connection with any registration, qualification or compliance hereunder, and Buyer shall pay all Selling Expenses (as defined below) and other expenses that are not Registration Expenses relating to the Shares to be registered in accordance with this Section 4 (the "Registrable Securities") resold by Buyer. "Registration Expenses" shall mean all expenses, except for Selling Expenses, incurred by the Company in complying with the registration provisions of this Agreement, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses and the expense of any special audits incident to or required by any such registration. "Selling Expenses" shall mean all selling commissions, underwriting fees and stock transfer taxes applicable to the Registrable Securities and all fees and disbursements of counsel for Buyer. 4.4.2 In the case of any registration filed by the Company pursuant to these registration provisions, the Company will use its best efforts to: (i) prepare and file with the SEC such amendments and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the Registrable Securities; (ii) cause such Registration Statement to become effective and keep such Registration Statement effective until the second anniversary of this Agreement or, if earlier, until Buyer has completed the distribution of all of its Shares; (iii) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as Buyer from time to time may reasonably request; (iv) cause all such Registrable Securities registered as described herein to be listed on each securities exchange and quoted on each quotation service on which similar securities issued by the Company are then listed or quoted; (v) provide a transfer agent and registrar for all Registrable Securities registered pursuant to the Registration Statement and a CUSIP number for all such Registrable Securities; (vi) comply with all applicable rules and regulations of the SEC; and (vii) file the documents required of the Company and otherwise use its best efforts to maintain requisite blue sky clearance in (A) all jurisdictions in which any of the Shares are originally sold and (B) all other states specified in writing by Buyer, provided as to clause (B), however, that the Company shall not be required to qualify to do business or consent to service of process in any state in which it is not now so qualified or has not so consented. 4.4.3 Buyer shall furnish to the Company such information regarding Buyer and the distribution proposed by Buyer as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance described herein. Buyer shall represent that such information is true and complete. -6-

4.4.4 The Company shall submit to the SEC, within three business days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff of the SEC has no further comments on such Registration Statement, as the case may be, a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request. The Company shall notify Buyer of the effectiveness of the Registration Statement on the date that it is declared effective by the SEC. The Company represents and warrants to Buyer that (a) any Registration Statement (including any amendments or supplements thereto and prospectuses contained therein), at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder (and each such amendment and supplement at the time it is filed with the SEC and at all times during which it is available for use in connection with the offer and sale of the Registrable Securities) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (b) each Prospectus, at the time the related Registration Statement is declared effective by the SEC and at all times that such Prospectus is required by this Agreement to be available for use by Buyer, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

4.4.4 The Company shall submit to the SEC, within three business days after the Company learns that no review of a particular Registration Statement will be made by the staff of the SEC or that the staff of the SEC has no further comments on such Registration Statement, as the case may be, a request for acceleration of effectiveness of such Registration Statement to a time and date not later than 48 hours after the submission of such request. The Company shall notify Buyer of the effectiveness of the Registration Statement on the date that it is declared effective by the SEC. The Company represents and warrants to Buyer that (a) any Registration Statement (including any amendments or supplements thereto and prospectuses contained therein), at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder (and each such amendment and supplement at the time it is filed with the SEC and at all times during which it is available for use in connection with the offer and sale of the Registrable Securities) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (b) each Prospectus, at the time the related Registration Statement is declared effective by the SEC and at all times that such Prospectus is required by this Agreement to be available for use by Buyer, shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading. 4.4.5 The Company will furnish to Buyer one copy of each letter written by or on behalf of the Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to any Registration Statement pertaining to the Registrable Securities (other than any portion of any such letter or item which contains information for which the Company has sought confidential treatment), each of which the Company hereby determines to be confidential information and which Buyer hereby agrees to keep confidential. 4.4.6 As promptly as practicable after becoming aware of such event or circumstance, the Company will notify Buyer of the occurrence of any event or circumstance of which the Company has knowledge (x) as a result of which the Prospectus relating to any Registration Statement pertaining to the Registrable Securities, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its best efforts promptly to prepare a supplement or amendment to such Registration Statement and the related Prospectus to correct such untrue statement or omission. 4.4.7 As promptly as practicable after becoming aware of such event, the Company will notify Buyer of the issuance by the SEC of any stop order or other suspension of effectiveness of any Registration Statement pertaining to the Registrable Securities at the earliest possible time. 4.4.8 The Company will permit Buyer and a firm of counsel designated by Buyer (and identified in writing to the Company by Buyer prior to the Closing Date, subject -7-

to change by notice to the Company from Buyer), at Buyer's sole expense, to review and have a reasonable opportunity to comment on such Registration Statement and all amendments and supplements thereto at least two Business Days (or such shorter period as may reasonably be specified by the Company) prior to their filing with the SEC. 4.5 Indemnification and Contribution. 4.5.1 To the extent not prohibited by applicable law, the Company will indemnify and hold harmless Buyer against any third party claims to which it may become subject under the 1933 Act, the 1934 Act, or otherwise, insofar as such claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement of material fact in any Registration Statement; (ii) any omission to state in any Registration Statement any material fact required to be stated therein; (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law; or (iv) any breach by the Company of any of its representations and warranties set forth herein or failure by the Company to fulfil any of its obligations hereunder. Subject to those limitations on legal counsel set forth in Section 4.5.2, the Company shall reimburse the Buyer promptly as such expenses are incurred and are due and payable, for any documented reasonable legal fees or other documented and reasonable expenses incurred by it in connection with investigating

to change by notice to the Company from Buyer), at Buyer's sole expense, to review and have a reasonable opportunity to comment on such Registration Statement and all amendments and supplements thereto at least two Business Days (or such shorter period as may reasonably be specified by the Company) prior to their filing with the SEC. 4.5 Indemnification and Contribution. 4.5.1 To the extent not prohibited by applicable law, the Company will indemnify and hold harmless Buyer against any third party claims to which it may become subject under the 1933 Act, the 1934 Act, or otherwise, insofar as such claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue statement of material fact in any Registration Statement; (ii) any omission to state in any Registration Statement any material fact required to be stated therein; (iii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law; or (iv) any breach by the Company of any of its representations and warranties set forth herein or failure by the Company to fulfil any of its obligations hereunder. Subject to those limitations on legal counsel set forth in Section 4.5.2, the Company shall reimburse the Buyer promptly as such expenses are incurred and are due and payable, for any documented reasonable legal fees or other documented and reasonable expenses incurred by it in connection with investigating or defending any such claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 4.5.1 shall not apply to (i) a claim arising out of or based upon information relating to the Buyer furnished in writing to the Company by the Buyer expressly for use in connection with the preparation of any Registration Statement or any such amendment thereof or supplement thereto; (ii) any claim arising out of or based on any statement or omission in any Prospectus, which statement or omission was corrected in any subsequent Prospectus that was delivered to the Buyer prior to the pertinent sale or sales of the Shares by the Buyer; and (iii) amounts paid in settlement of any claim if such settlement is effected without the prior written consent of the Company. 4.5.2 Promptly after receipt by Buyer under this Section 4.5 of notice of the commencement of any action (including any governmental action) that may fall within the scope of indemnification hereunder, Buyer shall deliver to the Company a notice of the commencement thereof and the Company shall have the right to participate in and, to the extent the Company so desires, to assume control of the defense thereof with counsel reasonably satisfactory to the Buyer; provided, however, that the Buyer shall have the right to retain its own counsel with the fees and expenses to be paid by the Company if, in the reasonable opinion of counsel retained by the Company, the representation by such counsel of the Buyer and the Company would be inappropriate due to actual or potential differing interests between the Buyer and the Company, in which case the Company shall not be responsible for more than one such separate counsel, and one local counsel in each jurisdiction in which an action is pending, for the Buyer. The failure to deliver notice to the Company within a reasonable time of the commencement of any such action shall not relieve the Company of any liability to Buyer under this Section 4.5.2, except to the extent that the Company is prejudiced in its ability to defend such action. The indemnification required by this Section 4.5.2 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as such -8-

expense, loss, damage or liability is incurred and is due and payable. 4.5.3 To the extent any indemnification by the Company as set forth in Section 4.5.1 above is applicable by its terms but is prohibited or limited by law, the Company agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 4.5.1 to the fullest extent permitted by law. In determining the amount of contribution to which Buyer is entitled, there shall be considered the relative fault of each party, the parties' relative knowledge of and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission and any other equitable considerations appropriate under the circumstances; provided, however, that (a) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 4.5.1 and (b) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any other person or entity who was not guilty of such fraudulent misrepresentation.

expense, loss, damage or liability is incurred and is due and payable. 4.5.3 To the extent any indemnification by the Company as set forth in Section 4.5.1 above is applicable by its terms but is prohibited or limited by law, the Company agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 4.5.1 to the fullest extent permitted by law. In determining the amount of contribution to which Buyer is entitled, there shall be considered the relative fault of each party, the parties' relative knowledge of and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission and any other equitable considerations appropriate under the circumstances; provided, however, that (a) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in Section 4.5.1 and (b) no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any other person or entity who was not guilty of such fraudulent misrepresentation. 4.5.4 Other Rights. The indemnification and contribution provided in this Section shall be in addition to any other rights and remedies available at law or in equity. 4.6 Notice of Sale. If at any time after the date hereof the Buyer desires to sell any of the Shares beneficially owned by the Buyer to any unrelated person or entity, then the Buyer shall fifteen (15) days prior to the date of any such sale disclose the identity of the purchaser of such shares of Common Stock, the number of shares proposed to be sold, and the terms and conditions, including price, of the proposed sale. 4.7 Compliance. (a) Prior to the effective date of the registration of the Shares, the Company shall take all actions required to ensure that the Company meets the requirements for the use of Form S-3 for the registration of the resale of the Shares by the Buyer and/or any subsequent holder(s) of the Shares. (b) With a view to making available to Buyer the benefits of Rule 144 promulgated under the 1933 Act, the Company agrees: (1) so long as Buyer or any subsequent holder(s) of the Shares own the Shares, promptly upon request, to furnish to such owner such information as may be necessary and otherwise reasonably to cooperate with such owner to permit such owner to sell the Shares pursuant to Rule 144 without registration; and (2) if at any time the Company is not required to file reports with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, to use its best efforts to, upon the request of Buyer or any subsequent holder(s) of any of the Shares, to make publicly available other information so long as is necessary to permit publication by brokers and dealers of -9-

quotations for the Common Stock and sales of the Shares in accordance with Rule 15c2-11 under the 1934 Act. 5. Miscellaneous. 5.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware as such laws are applied to agreements between Delaware residents entered into and performed entirely in Delaware. 5.2 Survival of Warranties. The representations and warranties of the Company and Buyer contained in or made pursuant to this Agreement shall survive until second anniversary date of this Agreement. 5.3 Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto (specifically including successors in interest to the Shares). 5.4 Entire Agreement; Amendments. This Agreement sets forth all of the promises, covenants, agreements,

quotations for the Common Stock and sales of the Shares in accordance with Rule 15c2-11 under the 1934 Act. 5. Miscellaneous. 5.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware as such laws are applied to agreements between Delaware residents entered into and performed entirely in Delaware. 5.2 Survival of Warranties. The representations and warranties of the Company and Buyer contained in or made pursuant to this Agreement shall survive until second anniversary date of this Agreement. 5.3 Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto (specifically including successors in interest to the Shares). 5.4 Entire Agreement; Amendments. This Agreement sets forth all of the promises, covenants, agreements, conditions and undertakings between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, except as contained herein. This Agreement may not be changed orally but only by an agreement in writing, duly executed by or on behalf of the party or parties against whom enforcement of any waiver, change, modification, consent or discharge is sought. 5.5 Notices, etc. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person, by facsimile, overnight delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed (a) if to Buyer, at H. Lundbeck A/S, 9 Ottiliavej, DK-2500 Valby Copenhagen, DENMARK, or at such other address as Buyer shall have furnished the Company in writing, or (b) if to the Company, at 145 Brandywine Parkway, West Chester, PA 19380-4245, or at such other address as the Company shall have furnished to Buyer in writing. 5.6 Severability of this Agreement. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 5.7 Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. 5.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. -10-

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.
H. LUNDBECK A/S CEPHALON, INC.

By:/s/ Claus Braestrup ----------------------------Claus Braestrup Executive Vice President, R&D

By:/s/ Peter E. Grebow --------------------------Peter E. Grebow Senior Vice President, Business Development

By:/s/ Torben Skarsfeldt ----------------------------Torben Skarsfeldt Board Member

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.
H. LUNDBECK A/S CEPHALON, INC.

By:/s/ Claus Braestrup ----------------------------Claus Braestrup Executive Vice President, R&D

By:/s/ Peter E. Grebow --------------------------Peter E. Grebow Senior Vice President, Business Development

By:/s/ Torben Skarsfeldt ----------------------------Torben Skarsfeldt Board Member

-11-

Exhibit 10.15 AMENDED AND RESTATED COPROMOTION AGREEMENT This AMENDED AND RESTATED COPROMOTION AGREEMENT is made as of the Effective Date (defined below), by and between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation, having a place of business at 777 Scudders Mill Road, Plainsboro, New Jersey 08536 ("BMS"), and CEPHALON, INC., a Delaware corporation, maintaining its principal business offices at 145 Brandywine Parkway, West Chester, Pennsylvania 19380-4245 ("Cephalon"). W I T N E S S E T H: WHEREAS, BMS markets and distributes a product containing butorphanol tartrate under the trademark "Stadol NS(R)" which has been approved by the U.S. Food and Drug Administration ("FDA") for the treatment of pain when an opioid analgesic is appropriate, including the pain associated with migraine headaches (as more fully specified in the labeling for the product); and WHEREAS, Cephalon is engaged in the business of developing and commercializing pharmaceutical products for the neurology market; WHEREAS, BMS engaged Cephalon under the terms of a Copromotion Agreement dated as of July 22, 1994 (the "Copromotion Agreement") to expand the promotion of Stadol NS(R) (butorphanol tartrate) nasal spray to neurologists; and WHEREAS, the parties now wish to modify certain terms and conditions of such engagement as specified herein. NOW, THEREFORE, in consideration of the mutual covenants herein set forth, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Definitions. For purposes of this Agreement, the following terms shall have the corresponding meanings set forth below: "Affiliate" means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person. A Person shall be regarded as in control of another Person if it/he/she owns, or directly or indirectly controls, more than fifty percent (50%) of the voting securities (or comparable equity interests) or other ownership interests of the other Person, or if it/he/she directly or indirectly possesses the power to direct or cause the direction of the management or policies

Exhibit 10.15 AMENDED AND RESTATED COPROMOTION AGREEMENT This AMENDED AND RESTATED COPROMOTION AGREEMENT is made as of the Effective Date (defined below), by and between BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation, having a place of business at 777 Scudders Mill Road, Plainsboro, New Jersey 08536 ("BMS"), and CEPHALON, INC., a Delaware corporation, maintaining its principal business offices at 145 Brandywine Parkway, West Chester, Pennsylvania 19380-4245 ("Cephalon"). W I T N E S S E T H: WHEREAS, BMS markets and distributes a product containing butorphanol tartrate under the trademark "Stadol NS(R)" which has been approved by the U.S. Food and Drug Administration ("FDA") for the treatment of pain when an opioid analgesic is appropriate, including the pain associated with migraine headaches (as more fully specified in the labeling for the product); and WHEREAS, Cephalon is engaged in the business of developing and commercializing pharmaceutical products for the neurology market; WHEREAS, BMS engaged Cephalon under the terms of a Copromotion Agreement dated as of July 22, 1994 (the "Copromotion Agreement") to expand the promotion of Stadol NS(R) (butorphanol tartrate) nasal spray to neurologists; and WHEREAS, the parties now wish to modify certain terms and conditions of such engagement as specified herein. NOW, THEREFORE, in consideration of the mutual covenants herein set forth, and intending to be legally bound hereby, the parties hereto agree as follows: 1. Definitions. For purposes of this Agreement, the following terms shall have the corresponding meanings set forth below: "Affiliate" means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person. A Person shall be regarded as in control of another Person if it/he/she owns, or directly or indirectly controls, more than fifty percent (50%) of the voting securities (or comparable equity interests) or other ownership interests of the other Person, or if it/he/she directly or indirectly possesses the power to direct or cause the direction of the management or policies

of the other Person, whether through the ownership of voting securities, by contract or any other means whatsoever. "Agreement" means this agreement, together with all appendices, exhibits and schedules hereto, and as the same may be amended or supplemented from time to time hereafter by a written agreement duly executed by authorized representatives of each party hereto. "Agreement Payment Period" means each of the following periods: January 1 to April 30, May 1 to August 31, and September 1 to December 31, as the case may be, during the Copromotion Term. "Agreement Year" means each 12-month period commencing on the first day of the Copromotion Term and each anniversary thereof during the Copromotion Term. "Call List" means the list of Covered Physicians as mutually defined by BMS and Cephalon. "Call Plan" has the meaning specified in Section 5(d) hereof. "Confidential and Proprietary Information" has the meaning set forth in

of the other Person, whether through the ownership of voting securities, by contract or any other means whatsoever. "Agreement" means this agreement, together with all appendices, exhibits and schedules hereto, and as the same may be amended or supplemented from time to time hereafter by a written agreement duly executed by authorized representatives of each party hereto. "Agreement Payment Period" means each of the following periods: January 1 to April 30, May 1 to August 31, and September 1 to December 31, as the case may be, during the Copromotion Term. "Agreement Year" means each 12-month period commencing on the first day of the Copromotion Term and each anniversary thereof during the Copromotion Term. "Call List" means the list of Covered Physicians as mutually defined by BMS and Cephalon. "Call Plan" has the meaning specified in Section 5(d) hereof. "Confidential and Proprietary Information" has the meaning set forth in Section 14 hereof. "Copromotion Term" has the meaning specified in Section 12(a) hereof. "Costs" with respect to a Funded Activity has the meaning specified in Section 6(d) hereof. "Covered Physician" means any neurologist located in the United States. "Covered Physician Prescriptions" has the meaning in Section 10(b)(1) hereof. "Covered Physician Baseline" means Covered Physician Prescriptions equal to [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] "Covered Physician Step-up Baseline" means Covered Physician Prescriptions equal to [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] 2

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] "Covered Physician Target" means Covered Physician Prescriptions equal to [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] "Effective Date" of this Agreement means January 1, 1999. "Funded Activities" has the meaning specified in Section 6(b) hereof. "IMS America" means the International Marketing Services Prescription Reporting Service, or such other prescription reporting service to which Cephalon and BMS may mutually agree to in writing. "Key Physician Target" means Covered Physician Prescriptions attributed to Covered Physicians on the Key Target List equal to [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] "Key Target List" means a list of high-potential Key Covered Physicians to be supplied by BMS.

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] "Covered Physician Target" means Covered Physician Prescriptions equal to [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] "Effective Date" of this Agreement means January 1, 1999. "Funded Activities" has the meaning specified in Section 6(b) hereof. "IMS America" means the International Marketing Services Prescription Reporting Service, or such other prescription reporting service to which Cephalon and BMS may mutually agree to in writing. "Key Physician Target" means Covered Physician Prescriptions attributed to Covered Physicians on the Key Target List equal to [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] "Key Target List" means a list of high-potential Key Covered Physicians to be supplied by BMS. "Key Target Baseline" means Covered Physician Prescriptions attributed to Covered Physicians on the Key Target List equal to [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] "Key Target Step-up Baseline" means Covered Physician Prescriptions attributed to Covered Physicians on the Key Target List equal to [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] 3

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] "Net Sales" means for the applicable period the gross amount invoiced for the Product by BMS or its licensees to unAffiliated third parties in the Territory, less the following amounts to the extent deducted on such invoice or absorbed by BMS: (i) quantity, trade, and/or cash discounts, allowances, rebates, and price adjustments or reductions allowed or given; (ii) credits, rebates, chargebacks, or refunds allowed for rejected, outdated or returned Products; (iii) sales and other excise taxes and duties directly related to the sale, to the extent that such items are included in the gross invoice price (but not including taxes assessed against the income derived from such sale). If a Product is sold for compensation other than cash, Net Sales shall be calculated based on the gross list price of the Product on the date of sale. "Net Sales attributable to Covered Physicians" has the meaning set forth in Section 10(b) hereof. "Net Sales per Script" has the meaning set forth in Section 10(b) hereof. "Person" shall mean an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, governmental authority, or any other form of entity not specifically listed herein. "Product" means the nasal spray forms (including all dosage strengths) of Stadol NS(R) (butorphanol tartrate) currently approved by FDA, and any new nasal spray forms or formulations of such Product, and any new dosage or indication or use (including all dosage strengths) related to such nasal spray forms or formulations of Stadol NS(R) (butorphanol tartrate). For sake of clarity and avoidance of doubt, "Product" does not include any product of BMS containing butorphanol tartrate in injectable form, such as the product currently marketed under the tradename "Stadol."

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] "Net Sales" means for the applicable period the gross amount invoiced for the Product by BMS or its licensees to unAffiliated third parties in the Territory, less the following amounts to the extent deducted on such invoice or absorbed by BMS: (i) quantity, trade, and/or cash discounts, allowances, rebates, and price adjustments or reductions allowed or given; (ii) credits, rebates, chargebacks, or refunds allowed for rejected, outdated or returned Products; (iii) sales and other excise taxes and duties directly related to the sale, to the extent that such items are included in the gross invoice price (but not including taxes assessed against the income derived from such sale). If a Product is sold for compensation other than cash, Net Sales shall be calculated based on the gross list price of the Product on the date of sale. "Net Sales attributable to Covered Physicians" has the meaning set forth in Section 10(b) hereof. "Net Sales per Script" has the meaning set forth in Section 10(b) hereof. "Person" shall mean an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, governmental authority, or any other form of entity not specifically listed herein. "Product" means the nasal spray forms (including all dosage strengths) of Stadol NS(R) (butorphanol tartrate) currently approved by FDA, and any new nasal spray forms or formulations of such Product, and any new dosage or indication or use (including all dosage strengths) related to such nasal spray forms or formulations of Stadol NS(R) (butorphanol tartrate). For sake of clarity and avoidance of doubt, "Product" does not include any product of BMS containing butorphanol tartrate in injectable form, such as the product currently marketed under the tradename "Stadol." "Product Marketing Committee" has the meaning specified in Section 5 hereof. "Serious adverse event" and "Non-serious adverse event" have the meanings set forth in section 8(h) hereof. 4

"Target Level Covered Physician Prescriptions" has the meaning set forth on Schedule A. "Territory" means the United States of America. For sake of clarity and avoidance of doubt, Puerto Rico and any U.S. possessions and territories are not part of the Territory. "Trademark" means the trademark Stadol NS(R) and any other trademark or trade name (whether registered or unregistered) used on or with the Product or in any promotional material related to the Product in the Territory during the Copromotion Term. 2. Grant of Rights to Cephalon. (a) BMS hereby engages Cephalon to promote the Product during the Copromotion Term on a non-exclusive basis to Covered Physicians, upon the terms and conditions set forth herein. (b) BMS hereby grants to Cephalon a fully-paid up, nonexclusive right and license to use the Trademark during the Copromotion Term solely in connection with the promotion of the Product and the other activities of Cephalon conducted in the Territory in accordance with this Agreement. 3. Copromotion by Cephalon. (a) During the Copromotion Term, Cephalon shall use commercially reasonable efforts to diligently promote the Product in the Territory to Covered Physicians in a manner substantially equivalent to that which Cephalon employs to promote its other principal products to neurologists; provided, that in any event Cephalon will use not

"Target Level Covered Physician Prescriptions" has the meaning set forth on Schedule A. "Territory" means the United States of America. For sake of clarity and avoidance of doubt, Puerto Rico and any U.S. possessions and territories are not part of the Territory. "Trademark" means the trademark Stadol NS(R) and any other trademark or trade name (whether registered or unregistered) used on or with the Product or in any promotional material related to the Product in the Territory during the Copromotion Term. 2. Grant of Rights to Cephalon. (a) BMS hereby engages Cephalon to promote the Product during the Copromotion Term on a non-exclusive basis to Covered Physicians, upon the terms and conditions set forth herein. (b) BMS hereby grants to Cephalon a fully-paid up, nonexclusive right and license to use the Trademark during the Copromotion Term solely in connection with the promotion of the Product and the other activities of Cephalon conducted in the Territory in accordance with this Agreement. 3. Copromotion by Cephalon. (a) During the Copromotion Term, Cephalon shall use commercially reasonable efforts to diligently promote the Product in the Territory to Covered Physicians in a manner substantially equivalent to that which Cephalon employs to promote its other principal products to neurologists; provided, that in any event Cephalon will use not less than best efforts, within the standard of commercial reasonableness, to diligently promote the Product throughout the Territory to Covered Physicians. As soon as the prescription data for the month of May 1999 becomes available to BMS, BMS will review such data to determine Cephalon's performance for the period January 1, 1999 to May 31, 1999. If prescriptions for the Product are below ninety percent (90%) of the Key Physician Target prescriptions as set forth on Schedule A for that same period, Cephalon will redirect their sales representatives to: 5

(i) increase the number of calls to the Key Target List; and (ii) increase the number of primary details to the Key Target List. (b) Except as provided for in Section 6 of this Agreement, Cephalon shall be solely responsible for the costs and expenses of establishing and maintaining its sales force and conducting its other activities under this Agreement. (c) Cephalon shall not knowingly call on any physician who is not a Covered Physician except as may be provided in the Call Plan. (d) Cephalon shall provide BMS, within five (5) working days of transmission, complete copies and/or transcripts of all home office generated (for example, those sent out by Cephalon's Sales, Marketing and Sales Training departments) communications (whether written, electronic or visual aids) to a majority of Cephalon sales representatives concerning the promotion of the Product. The individual to which these shall be sent will be designated by BMS upon execution of this Agreement. In addition, all written, electronic and visual communications provided to a majority of Cephalon sales representatives regarding Product strategy, positioning or selling messages will be subject to prior review and approval by BMS. [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] (f) The detail calls made by Cephalon shall present the Product in the primary position, unless and until the commercial introduction of any product that has been developed by Cephalon alone or in conjunction with a third party licensor, licensee or collaborator, including, without limitation, modafinil or Myotrophin (IGF=1)(TM) (any of the foregoing being referred to as a "Cephalon Product"). Thereafter, the detail calls made by Cephalon may

(i) increase the number of calls to the Key Target List; and (ii) increase the number of primary details to the Key Target List. (b) Except as provided for in Section 6 of this Agreement, Cephalon shall be solely responsible for the costs and expenses of establishing and maintaining its sales force and conducting its other activities under this Agreement. (c) Cephalon shall not knowingly call on any physician who is not a Covered Physician except as may be provided in the Call Plan. (d) Cephalon shall provide BMS, within five (5) working days of transmission, complete copies and/or transcripts of all home office generated (for example, those sent out by Cephalon's Sales, Marketing and Sales Training departments) communications (whether written, electronic or visual aids) to a majority of Cephalon sales representatives concerning the promotion of the Product. The individual to which these shall be sent will be designated by BMS upon execution of this Agreement. In addition, all written, electronic and visual communications provided to a majority of Cephalon sales representatives regarding Product strategy, positioning or selling messages will be subject to prior review and approval by BMS. [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] (f) The detail calls made by Cephalon shall present the Product in the primary position, unless and until the commercial introduction of any product that has been developed by Cephalon alone or in conjunction with a third party licensor, licensee or collaborator, including, without limitation, modafinil or Myotrophin (IGF=1)(TM) (any of the foregoing being referred to as a "Cephalon Product"). Thereafter, the detail calls made by Cephalon may present the Product in a position secondary to the Cephalon Product (but not to any other product copromoted by Cephalon), but in no event may Cephalon present the Product with a lesser priority than the secondary position. 4. Responsibilities of BMS. 6

(a) Except as may be provided for in Section 6 of this Agreement, BMS shall be solely responsible for the costs and expenses of conducting its activities under this Agreement. (b) BMS shall have the sole authority to determine the price of the Product sold by BMS or Cephalon, including price increases or decreases and the timing thereof as determined by BMS. (c) BMS shall have the sole responsibility, at its cost and expense, for Product manufacture, shipping, distribution and warehousing, for the invoicing and billing of purchasers of the Product, for order confirmation (if any) in accordance with BMS customary practices, and for the collection of receivables resulting from Net Sales. BMS will book all sales of the Product. All sales will be deemed made pursuant to contract between BMS and the customer. (d) BMS shall use reasonable efforts consistent with applicable legal requirements to maintain all necessary authorizations with the FDA to market the Product in the Territory in commercial quantities, provided that Cephalon does not engage in any act or omission inconsistent with such legal requirements. (e) Promptly following the execution of this Agreement, BMS shall furnish Cephalon with the Call List and with the Key Target List. (f) BMS shall furnish Cephalon, at the cost and expense of BMS (except as provided in Section 6 hereof), with copies of all promotional materials made available to the BMS sales force, including translations thereof as may be reasonably requested by Cephalon to satisfy its obligations under this Agreement. (g) BMS shall use all commercially reasonable efforts to achieve and maintain the status of the Product's

(a) Except as may be provided for in Section 6 of this Agreement, BMS shall be solely responsible for the costs and expenses of conducting its activities under this Agreement. (b) BMS shall have the sole authority to determine the price of the Product sold by BMS or Cephalon, including price increases or decreases and the timing thereof as determined by BMS. (c) BMS shall have the sole responsibility, at its cost and expense, for Product manufacture, shipping, distribution and warehousing, for the invoicing and billing of purchasers of the Product, for order confirmation (if any) in accordance with BMS customary practices, and for the collection of receivables resulting from Net Sales. BMS will book all sales of the Product. All sales will be deemed made pursuant to contract between BMS and the customer. (d) BMS shall use reasonable efforts consistent with applicable legal requirements to maintain all necessary authorizations with the FDA to market the Product in the Territory in commercial quantities, provided that Cephalon does not engage in any act or omission inconsistent with such legal requirements. (e) Promptly following the execution of this Agreement, BMS shall furnish Cephalon with the Call List and with the Key Target List. (f) BMS shall furnish Cephalon, at the cost and expense of BMS (except as provided in Section 6 hereof), with copies of all promotional materials made available to the BMS sales force, including translations thereof as may be reasonably requested by Cephalon to satisfy its obligations under this Agreement. (g) BMS shall use all commercially reasonable efforts to achieve and maintain the status of the Product's neurology indications with pharmacy benefit manager organizations, formularies and other managed care groups, and will provide information about uses of the Product in the neurology field (including data from the Phase IV studies to be conducted by Cephalon pursuant to Section 9 hereof) to such entities. Cephalon will provide such assistance as BMS shall reasonably request in connection with such activities. 7

5. Product Marketing Committee. (a) All materials specifically developed for Covered Physician in-person promotion and related non-personal promotional activities shall be co-developed by BMS and Cephalon. In addition, Cephalon shall be entitled to participate in the BMS marketing committee that has been established for the Product or, if no such marketing committee exists, a marketing committee for the Product in the Territory to be established promptly by BMS and Cephalon after execution of this Agreement (either such committee being referred to herein as the "Product Marketing Committee"). Cephalon shall be entitled to participate in the activities of the Product Marketing Committee related to the development and coordination of the marketing strategy and plans for the Product in the Territory, which shall include: (i) developing and revising promotional materials for the Product, including the package inserts, labeling and other materials used for Neurologists; (ii) developing and revising marketing plan for the Product, including refining a call plan identifying the direct selling activity to be performed by each of BMS and Cephalon in any given period; (iii) developing a budget for marketing expenses to be incurred by each party in connection with marketing of the Product in the Territory; (iv) planning market research activities; (v) preparing the materials related to the Product that are to be used to train each party's sales force; and (vi) planning symposia, seminars and other professional relations events related to the Product, including events targeting Neurologists.

5. Product Marketing Committee. (a) All materials specifically developed for Covered Physician in-person promotion and related non-personal promotional activities shall be co-developed by BMS and Cephalon. In addition, Cephalon shall be entitled to participate in the BMS marketing committee that has been established for the Product or, if no such marketing committee exists, a marketing committee for the Product in the Territory to be established promptly by BMS and Cephalon after execution of this Agreement (either such committee being referred to herein as the "Product Marketing Committee"). Cephalon shall be entitled to participate in the activities of the Product Marketing Committee related to the development and coordination of the marketing strategy and plans for the Product in the Territory, which shall include: (i) developing and revising promotional materials for the Product, including the package inserts, labeling and other materials used for Neurologists; (ii) developing and revising marketing plan for the Product, including refining a call plan identifying the direct selling activity to be performed by each of BMS and Cephalon in any given period; (iii) developing a budget for marketing expenses to be incurred by each party in connection with marketing of the Product in the Territory; (iv) planning market research activities; (v) preparing the materials related to the Product that are to be used to train each party's sales force; and (vi) planning symposia, seminars and other professional relations events related to the Product, including events targeting Neurologists. (b) The Product Marketing Committee shall be composed of four (4) persons, with Cephalon and BMS each being entitled to designate two (2) individuals. The initial members shall be designated by each party in writing promptly following execution of this Agreement. Each party may change its designated members at any time upon advance written notice to 8

the other party of any substitution of a member. Decisions and recommendations of the Product Marketing Committee will be made by vote of Cephalon and BMS, with each party having two votes; provided, however, BMS shall have ultimate control and authority to make any decisions regarding the marketing of the Product. (c) The Product Marketing Committee shall meet not less than once in each Agreement Payment Period during the Copromotion Term or as otherwise agreed by the parties in the writing, at such locations as are designated by each party alternatingly. Each party shall bear the costs and expenses of its designated members that are incurred in connection with the Product Marketing Committee meetings. (d) Each Call Plan identifying the direct selling and marketing activities to be conducted by Cephalon in an Agreement Payment Period specifically targeting Covered Physicians and each marketing expense budget developed by the Product Marketing Committee shall be subject to the review and written approval of BMS and Cephalon (the call plan so approved being referred to herein as the "Call Plan" and the "Budget"). (e) Notwithstanding anything in this Section 5 or that might otherwise imply to the contrary in this Agreement, BMS shall have strategic responsibility and sole authority and responsibility for obtaining all legal, regulatory and medical approvals related to the selling and use of promotional materials prepared or approved by the Product Marketing Committee. 6. Funding of Promotional Activities. (a) Except as provided in this Section 6, BMS shall be responsible for all marketing expenses related to the Product, including the costs of all promotional materials, advertisements, symposia and other promotional events.

the other party of any substitution of a member. Decisions and recommendations of the Product Marketing Committee will be made by vote of Cephalon and BMS, with each party having two votes; provided, however, BMS shall have ultimate control and authority to make any decisions regarding the marketing of the Product. (c) The Product Marketing Committee shall meet not less than once in each Agreement Payment Period during the Copromotion Term or as otherwise agreed by the parties in the writing, at such locations as are designated by each party alternatingly. Each party shall bear the costs and expenses of its designated members that are incurred in connection with the Product Marketing Committee meetings. (d) Each Call Plan identifying the direct selling and marketing activities to be conducted by Cephalon in an Agreement Payment Period specifically targeting Covered Physicians and each marketing expense budget developed by the Product Marketing Committee shall be subject to the review and written approval of BMS and Cephalon (the call plan so approved being referred to herein as the "Call Plan" and the "Budget"). (e) Notwithstanding anything in this Section 5 or that might otherwise imply to the contrary in this Agreement, BMS shall have strategic responsibility and sole authority and responsibility for obtaining all legal, regulatory and medical approvals related to the selling and use of promotional materials prepared or approved by the Product Marketing Committee. 6. Funding of Promotional Activities. (a) Except as provided in this Section 6, BMS shall be responsible for all marketing expenses related to the Product, including the costs of all promotional materials, advertisements, symposia and other promotional events. (b) During the Copromotion Term, Cephalon may elect to participate in symposia, seminars, and other professional relations events planned by BMS or the Product Marketing Committee (collectively, the "Funded Activities"). If the parties mutually agree, Cephalon may participate in other planned activities related to the promotion of the Product in the Territory at a cost to be agreed upon by the parties. (c) In the event Cephalon elects to participate in any of the Funded Activities, Cephalon's share of the aggregate costs of such Funded Activities shall be the incremental 9

cost to BMS associated with participation of additional physicians identified by Cephalon (each, a "Cephalon Funding Obligation"). (d) For purposes of this Section 6, the term "Costs" means, in the case of the Funded Activities, the direct, outof-pocket costs and expenses paid by BMS to an unaffiliated third party in connection with such activities during the period in question. 7. Training of Cephalon Sales Force. (a) The parties intend that BMS will provide Cephalon's sales force with the same or substantially similar training with respect to the Product as has been given or is to be given to BMS's sales force in the Territory. The Product Marketing Committee shall develop the Product-related training programs and schedule for such purpose. Additionally, in-field training programs shall be held periodically at such location or locations throughout the Territory as shall be determined by the Product Marketing Committee. Members of the Cephalon sales force shall attend such Product-related training programs at Cephalon's cost and expense. BMS shall bear the costs and expenses of its own sales force and of any training personnel provided for the Product-related training programs. (b) Cephalon shall have the authority, and shall be responsible at its cost and expense, for all other training to be provided to its sales force. The contents and strategic direction of any training provided by Cephalon that relates to the Product shall be coordinated and agreed to by Cephalon and BMS. 8. Certain Regulatory Matters.

cost to BMS associated with participation of additional physicians identified by Cephalon (each, a "Cephalon Funding Obligation"). (d) For purposes of this Section 6, the term "Costs" means, in the case of the Funded Activities, the direct, outof-pocket costs and expenses paid by BMS to an unaffiliated third party in connection with such activities during the period in question. 7. Training of Cephalon Sales Force. (a) The parties intend that BMS will provide Cephalon's sales force with the same or substantially similar training with respect to the Product as has been given or is to be given to BMS's sales force in the Territory. The Product Marketing Committee shall develop the Product-related training programs and schedule for such purpose. Additionally, in-field training programs shall be held periodically at such location or locations throughout the Territory as shall be determined by the Product Marketing Committee. Members of the Cephalon sales force shall attend such Product-related training programs at Cephalon's cost and expense. BMS shall bear the costs and expenses of its own sales force and of any training personnel provided for the Product-related training programs. (b) Cephalon shall have the authority, and shall be responsible at its cost and expense, for all other training to be provided to its sales force. The contents and strategic direction of any training provided by Cephalon that relates to the Product shall be coordinated and agreed to by Cephalon and BMS. 8. Certain Regulatory Matters. (a) All regulatory matters regarding the Product shall remain under the exclusive control of BMS, subject to the participation by Cephalon in matters related to the marketing of the Product to Covered Physicians. BMS will have the sole responsibility, at its cost and expense, to respond to Product and medical complaints and to handle all returns and recalls of the Product. (b) BMS shall furnish Cephalon with efficacy and safety information reasonably requested by Cephalon to assist it in promoting the Product to Covered Physicians, including, without limitation, relevant clinical and safety data included in the New Drug Application for the Product and information related to the efficacy and safety profile of the Product since 10

its approval by the FDA. Such information shall be treated as confidential information of BMS, and shall not be disclosed to third parties without BMS' prior written approval. (c) Beginning as of the Effective Date of this Agreement, each party shall promptly notify the other party of any significant event(s) that affect the marketing of the Product, including, but not limited to, adverse drug reactions and governmental inquiries, whether within or outside the Territory. "Serious" adverse events for the Product (as defined in section 8(h) below) learned by Cephalon shall be submitted to BMS within three (3) working days but no more than four (4) calendar days from the receipt date by Cephalon. "Non-serious" adverse events for the Product (as defined in section 8(h) below) that are spontaneously reported to Cephalon shall be submitted to BMS no more than one (1) month from the date received by Cephalon; provided, however, that medical and scientific judgment should be exercised in deciding whether expedited reporting is appropriate in other situations, such as important medical events that may not be immediately lifethreatening or result in death or hospitalization but may jeopardize the patient or may require intervention to prevent a serious adverse event outcome. BMS shall have the reporting responsibility for such events to applicable regulatory health authorities anywhere in the world.

its approval by the FDA. Such information shall be treated as confidential information of BMS, and shall not be disclosed to third parties without BMS' prior written approval. (c) Beginning as of the Effective Date of this Agreement, each party shall promptly notify the other party of any significant event(s) that affect the marketing of the Product, including, but not limited to, adverse drug reactions and governmental inquiries, whether within or outside the Territory. "Serious" adverse events for the Product (as defined in section 8(h) below) learned by Cephalon shall be submitted to BMS within three (3) working days but no more than four (4) calendar days from the receipt date by Cephalon. "Non-serious" adverse events for the Product (as defined in section 8(h) below) that are spontaneously reported to Cephalon shall be submitted to BMS no more than one (1) month from the date received by Cephalon; provided, however, that medical and scientific judgment should be exercised in deciding whether expedited reporting is appropriate in other situations, such as important medical events that may not be immediately lifethreatening or result in death or hospitalization but may jeopardize the patient or may require intervention to prevent a serious adverse event outcome. BMS shall have the reporting responsibility for such events to applicable regulatory health authorities anywhere in the world. Cephalon shall report all such adverse events involving the Product learned by it to: Vice President, Worldwide Safety & Surveillance Bristol-Myers Squibb Company P.O. Box 5400 Mail Stop HW19-1.01 Princeton, New Jersey 08543-5400 U.S.A. Facsimile No.: (609) 818-3804 Telephone No.: (609) 818-3737 A CIOMS-I form or a form that contains the data elements of a CIOMS-I form is recommended. 11

Serious adverse events concerning the Product learned by BMS shall be reported by BMS to Cephalon at the time that BMS reports such events to FDA, and shall be sent to:

Serious adverse events concerning the Product learned by BMS shall be reported by BMS to Cephalon at the time that BMS reports such events to FDA, and shall be sent to: Cephalon, Inc. Attn: Medical Affairs 145 Brandywine Parkway West Chester, Pennsylvania 19380-4245 Facsimile No.: Telephone No.: (d) Beginning as of the Effective Date of this Agreement, each party shall promptly notify the other party in writing of any order, request or directive of a court or other governmental authority to recall or withdraw the Product in any jurisdiction. BMS shall be responsible, at its sole cost and expense, for the costs of any recall or withdrawal of the Product. (e) Upon being contacted by the Food and Drug Administration (FDA) or any other federal, state or local agency for any regulatory purpose pertaining to this Agreement or to the Product, Cephalon shall, if not prohibited by applicable law, immediately notify BMS and will not respond to the agency until consulting with BMS, to the maximum feasible extent; provided, however, that the foregoing shall not be construed to prevent Cephalon in any way from complying, and Cephalon may permit unannounced FDA or similar inspections authorized by law and respond to the extent necessary to comply, with its obligation under applicable law. (f) Cephalon shall inform BMS's office of the Vice President, Worldwide Safety & Surveillance of any Product Quality Complaint received within three (3) working days but no more than four (4) calendar days from the receipt date by Cephalon. A Product Quality Complaint is defined as any complaint that questions the purity, identity, potency or quality of any marketed Product, its packaging, or labeling, or any complaint that concerns any incident that causes the drug product or its labeling to be mistaken for, or applied to, another article or any bacteriological contamination, or any significant chemical, physical, or other change or deterioration in the distributed drug product, or any failure of one or more distributed batches of the drug product to meet the specifications therefor in the NDA for the Product. Such information shall be sent to the same address as set forth in Section 8(c) above 12

(g) BMS Professional Services Department shall handle all medical inquiries concerning the Product. Cephalon shall refer all routine medical information requests in writing to: Bristol-Myers Squibb Company Professional Services Department P.O. Box 4500 P15-01 Princeton, NJ 08543-4500 Urgent medical information requests shall be referred by telephone to: Professional Services Department: (609) 897-6660. (h) A "serious" adverse event for the Product is defined as any untoward medical occurrence that at any dose for the Product: (i) results in death; (ii) is life-threatening; (iii) requires inpatient hospitalization or prolongation of existing hospitalization; (iv) results in persistent or significant disability/incapacity; (v) is a congenital anomaly/birth defect; (vi) results in drug dependency or drug abuse; (vii) is cancer, or (viii) is an overdose. A "nonserious" adverse event is defined as that which is not serious. A "life-threatening" adverse event is defined as an event in which the patient or subject was at risk of death at the time of the event; it does not refer to an event which hypothetically might have caused death if it were more severe. A "serious medical event" is defined as a medical event that may not be immediately life-threatening or result in death or hospitalization but, based on appropriate medical and scientific judgment, may jeopardize the patient/subject or may require intervention (e.g., medical, surgical) to prevent one of the other outcomes listed as a serious definition.

(g) BMS Professional Services Department shall handle all medical inquiries concerning the Product. Cephalon shall refer all routine medical information requests in writing to: Bristol-Myers Squibb Company Professional Services Department P.O. Box 4500 P15-01 Princeton, NJ 08543-4500 Urgent medical information requests shall be referred by telephone to: Professional Services Department: (609) 897-6660. (h) A "serious" adverse event for the Product is defined as any untoward medical occurrence that at any dose for the Product: (i) results in death; (ii) is life-threatening; (iii) requires inpatient hospitalization or prolongation of existing hospitalization; (iv) results in persistent or significant disability/incapacity; (v) is a congenital anomaly/birth defect; (vi) results in drug dependency or drug abuse; (vii) is cancer, or (viii) is an overdose. A "nonserious" adverse event is defined as that which is not serious. A "life-threatening" adverse event is defined as an event in which the patient or subject was at risk of death at the time of the event; it does not refer to an event which hypothetically might have caused death if it were more severe. A "serious medical event" is defined as a medical event that may not be immediately life-threatening or result in death or hospitalization but, based on appropriate medical and scientific judgment, may jeopardize the patient/subject or may require intervention (e.g., medical, surgical) to prevent one of the other outcomes listed as a serious definition. 9. Compliance with Law. Each party shall maintain in full force and effect all necessary licenses, permits and other authorizations required by law to carry out its duties and obligations under this Agreement. Each party shall comply with all laws, ordinances, rules and regulations (collectively, "Laws") applicable to its activities under this Agreement, including without limitation, any requirements of any product license applicable to the Product in the Territory. 13

The parties will reasonably cooperate with one another with the goal of ensuring full compliance with Laws. 10. Copromotion Compensation. (a) As compensation for services rendered by Cephalon during the Copromotion Term, BMS shall pay to Cephalon with respect to each Agreement Year during the term of this Agreement the greater of: [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] 14

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] 15

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] 16

The parties will reasonably cooperate with one another with the goal of ensuring full compliance with Laws. 10. Copromotion Compensation. (a) As compensation for services rendered by Cephalon during the Copromotion Term, BMS shall pay to Cephalon with respect to each Agreement Year during the term of this Agreement the greater of: [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] 14

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] 15

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] 16

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] No separate payment shall be made for the third Agreement Payment Period in any Agreement Year. Instead, at the end of each such Agreement Year, a final reconciliation shall be conducted by comparing the amount to which Cephalon is otherwise entitled for such Agreement Year pursuant to Section 10(a) above (calculated using a single Net Sales per Script figure determined for the entire Agreement Year) against the sum of all amounts (if any) previously paid to Cephalon pursuant to this Section 10(c) for prior Agreement Payment Periods during such Agreement Year. If the calculation determines that Cephalon is due further compensation (or has been overcompensated by BMS) as a result of any trimester payments made by BMS with respect to the first two payment periods of any Agreement Year, the balance due to Cephalon (or to be refunded by Cephalon) shall be computed and paid by the applicable party to the other within sixty (60) days after the end of such Agreement Year. 17

(d) Compensation due Cephalon under this Section 10 above shall be calculated and paid within 60 days after the end of each Agreement Payment Period during the Copromotion Term, in accordance with Sections 10(a)(c) and 11 hereof. 11. Payments and Reporting. (a) BMS shall furnish Cephalon, on a monthly basis within 40 days after the end of each month, a report setting forth: (i) the retail prescriptions for the Product in the Territory that were written or ordered by (x) Covered Physicians and (y) other health care professionals during such period, in each case, as determined by the National Prescriptions Audit Plus: Prescriber Specialty Report issued by IMS America; and (ii) the retail Covered Physician Prescriptions in clause 11(a)(i) above categorized by individual Covered Physician as sorted by Zip Code and Medical Education Number (ME#) as determined by the IMS X-Ponent Individual Prescriber database, provided, that Cephalon shall hold such information in confidence until made

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] 15

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] 16

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] No separate payment shall be made for the third Agreement Payment Period in any Agreement Year. Instead, at the end of each such Agreement Year, a final reconciliation shall be conducted by comparing the amount to which Cephalon is otherwise entitled for such Agreement Year pursuant to Section 10(a) above (calculated using a single Net Sales per Script figure determined for the entire Agreement Year) against the sum of all amounts (if any) previously paid to Cephalon pursuant to this Section 10(c) for prior Agreement Payment Periods during such Agreement Year. If the calculation determines that Cephalon is due further compensation (or has been overcompensated by BMS) as a result of any trimester payments made by BMS with respect to the first two payment periods of any Agreement Year, the balance due to Cephalon (or to be refunded by Cephalon) shall be computed and paid by the applicable party to the other within sixty (60) days after the end of such Agreement Year. 17

(d) Compensation due Cephalon under this Section 10 above shall be calculated and paid within 60 days after the end of each Agreement Payment Period during the Copromotion Term, in accordance with Sections 10(a)(c) and 11 hereof. 11. Payments and Reporting. (a) BMS shall furnish Cephalon, on a monthly basis within 40 days after the end of each month, a report setting forth: (i) the retail prescriptions for the Product in the Territory that were written or ordered by (x) Covered Physicians and (y) other health care professionals during such period, in each case, as determined by the National Prescriptions Audit Plus: Prescriber Specialty Report issued by IMS America; and (ii) the retail Covered Physician Prescriptions in clause 11(a)(i) above categorized by individual Covered Physician as sorted by Zip Code and Medical Education Number (ME#) as determined by the IMS X-Ponent Individual Prescriber database, provided, that Cephalon shall hold such information in confidence until made publicly available by IMS America and shall have executed such confidentiality agreement as may be requested by IMS America with respect to such disclosure of such information to it; and (iii) a summary report with an explanation of costs associated with Funded Activities. (b) In addition to the reports provided under Section 11(a) above, BMS shall furnish Cephalon, within 60 days after each Agreement Payment Period, a report setting forth: (i) the calculation of Net Sales attributable to Covered Physicians in the Territory during such period; and 18

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] 16

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] No separate payment shall be made for the third Agreement Payment Period in any Agreement Year. Instead, at the end of each such Agreement Year, a final reconciliation shall be conducted by comparing the amount to which Cephalon is otherwise entitled for such Agreement Year pursuant to Section 10(a) above (calculated using a single Net Sales per Script figure determined for the entire Agreement Year) against the sum of all amounts (if any) previously paid to Cephalon pursuant to this Section 10(c) for prior Agreement Payment Periods during such Agreement Year. If the calculation determines that Cephalon is due further compensation (or has been overcompensated by BMS) as a result of any trimester payments made by BMS with respect to the first two payment periods of any Agreement Year, the balance due to Cephalon (or to be refunded by Cephalon) shall be computed and paid by the applicable party to the other within sixty (60) days after the end of such Agreement Year. 17

(d) Compensation due Cephalon under this Section 10 above shall be calculated and paid within 60 days after the end of each Agreement Payment Period during the Copromotion Term, in accordance with Sections 10(a)(c) and 11 hereof. 11. Payments and Reporting. (a) BMS shall furnish Cephalon, on a monthly basis within 40 days after the end of each month, a report setting forth: (i) the retail prescriptions for the Product in the Territory that were written or ordered by (x) Covered Physicians and (y) other health care professionals during such period, in each case, as determined by the National Prescriptions Audit Plus: Prescriber Specialty Report issued by IMS America; and (ii) the retail Covered Physician Prescriptions in clause 11(a)(i) above categorized by individual Covered Physician as sorted by Zip Code and Medical Education Number (ME#) as determined by the IMS X-Ponent Individual Prescriber database, provided, that Cephalon shall hold such information in confidence until made publicly available by IMS America and shall have executed such confidentiality agreement as may be requested by IMS America with respect to such disclosure of such information to it; and (iii) a summary report with an explanation of costs associated with Funded Activities. (b) In addition to the reports provided under Section 11(a) above, BMS shall furnish Cephalon, within 60 days after each Agreement Payment Period, a report setting forth: (i) the calculation of Net Sales attributable to Covered Physicians in the Territory during such period; and 18

(ii) the calculation of Cephalon's compensation under Section 10 with respect to such Net Sales attributable to Covered Physicians with respect to such period (and, in addition to a report for the third Agreement Payment Period, with respect to the entire Agreement Year). (c) BMS shall furnish Cephalon, as of the Effective Date of this Agreement, retail prescription data for the Product on an individual Covered Physician basis for each month in the preceding twelve (12) months sorted by

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] No separate payment shall be made for the third Agreement Payment Period in any Agreement Year. Instead, at the end of each such Agreement Year, a final reconciliation shall be conducted by comparing the amount to which Cephalon is otherwise entitled for such Agreement Year pursuant to Section 10(a) above (calculated using a single Net Sales per Script figure determined for the entire Agreement Year) against the sum of all amounts (if any) previously paid to Cephalon pursuant to this Section 10(c) for prior Agreement Payment Periods during such Agreement Year. If the calculation determines that Cephalon is due further compensation (or has been overcompensated by BMS) as a result of any trimester payments made by BMS with respect to the first two payment periods of any Agreement Year, the balance due to Cephalon (or to be refunded by Cephalon) shall be computed and paid by the applicable party to the other within sixty (60) days after the end of such Agreement Year. 17

(d) Compensation due Cephalon under this Section 10 above shall be calculated and paid within 60 days after the end of each Agreement Payment Period during the Copromotion Term, in accordance with Sections 10(a)(c) and 11 hereof. 11. Payments and Reporting. (a) BMS shall furnish Cephalon, on a monthly basis within 40 days after the end of each month, a report setting forth: (i) the retail prescriptions for the Product in the Territory that were written or ordered by (x) Covered Physicians and (y) other health care professionals during such period, in each case, as determined by the National Prescriptions Audit Plus: Prescriber Specialty Report issued by IMS America; and (ii) the retail Covered Physician Prescriptions in clause 11(a)(i) above categorized by individual Covered Physician as sorted by Zip Code and Medical Education Number (ME#) as determined by the IMS X-Ponent Individual Prescriber database, provided, that Cephalon shall hold such information in confidence until made publicly available by IMS America and shall have executed such confidentiality agreement as may be requested by IMS America with respect to such disclosure of such information to it; and (iii) a summary report with an explanation of costs associated with Funded Activities. (b) In addition to the reports provided under Section 11(a) above, BMS shall furnish Cephalon, within 60 days after each Agreement Payment Period, a report setting forth: (i) the calculation of Net Sales attributable to Covered Physicians in the Territory during such period; and 18

(ii) the calculation of Cephalon's compensation under Section 10 with respect to such Net Sales attributable to Covered Physicians with respect to such period (and, in addition to a report for the third Agreement Payment Period, with respect to the entire Agreement Year). (c) BMS shall furnish Cephalon, as of the Effective Date of this Agreement, retail prescription data for the Product on an individual Covered Physician basis for each month in the preceding twelve (12) months sorted by Zip Code with the view to enabling Cephalon to determine the projected base level of sales for each defined Cephalon sales representative territory. (d) The determination of Cephalon's compensation specified in the report shall be made in accordance with Section 10 hereof.

(d) Compensation due Cephalon under this Section 10 above shall be calculated and paid within 60 days after the end of each Agreement Payment Period during the Copromotion Term, in accordance with Sections 10(a)(c) and 11 hereof. 11. Payments and Reporting. (a) BMS shall furnish Cephalon, on a monthly basis within 40 days after the end of each month, a report setting forth: (i) the retail prescriptions for the Product in the Territory that were written or ordered by (x) Covered Physicians and (y) other health care professionals during such period, in each case, as determined by the National Prescriptions Audit Plus: Prescriber Specialty Report issued by IMS America; and (ii) the retail Covered Physician Prescriptions in clause 11(a)(i) above categorized by individual Covered Physician as sorted by Zip Code and Medical Education Number (ME#) as determined by the IMS X-Ponent Individual Prescriber database, provided, that Cephalon shall hold such information in confidence until made publicly available by IMS America and shall have executed such confidentiality agreement as may be requested by IMS America with respect to such disclosure of such information to it; and (iii) a summary report with an explanation of costs associated with Funded Activities. (b) In addition to the reports provided under Section 11(a) above, BMS shall furnish Cephalon, within 60 days after each Agreement Payment Period, a report setting forth: (i) the calculation of Net Sales attributable to Covered Physicians in the Territory during such period; and 18

(ii) the calculation of Cephalon's compensation under Section 10 with respect to such Net Sales attributable to Covered Physicians with respect to such period (and, in addition to a report for the third Agreement Payment Period, with respect to the entire Agreement Year). (c) BMS shall furnish Cephalon, as of the Effective Date of this Agreement, retail prescription data for the Product on an individual Covered Physician basis for each month in the preceding twelve (12) months sorted by Zip Code with the view to enabling Cephalon to determine the projected base level of sales for each defined Cephalon sales representative territory. (d) The determination of Cephalon's compensation specified in the report shall be made in accordance with Section 10 hereof. (e) All payments to a party under this Agreement shall be made by wire transfer in immediately available funds in legal currency of the United States and shall be delivered to the account of such party designated by it in writing from time to time. (f) The parties will maintain complete and accurate books and records in sufficient detail to enable verification of the detail call activity of Cephalon, the Net Sales attributable to Covered Physicians and the basis for calculating the compensation paid by BMS to Cephalon hereunder. Either party may demand an audit of the other party's relevant books and records in order to verify the other's reports on the aforesaid matters. Upon reasonable prior notice to the party to be audited, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once each calendar year during the Copromotion Term and only for a period until two years after the relevant period in question. The accountants shall be entitled to report its conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices or terms of sale charged by BMS for the Product. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter

(ii) the calculation of Cephalon's compensation under Section 10 with respect to such Net Sales attributable to Covered Physicians with respect to such period (and, in addition to a report for the third Agreement Payment Period, with respect to the entire Agreement Year). (c) BMS shall furnish Cephalon, as of the Effective Date of this Agreement, retail prescription data for the Product on an individual Covered Physician basis for each month in the preceding twelve (12) months sorted by Zip Code with the view to enabling Cephalon to determine the projected base level of sales for each defined Cephalon sales representative territory. (d) The determination of Cephalon's compensation specified in the report shall be made in accordance with Section 10 hereof. (e) All payments to a party under this Agreement shall be made by wire transfer in immediately available funds in legal currency of the United States and shall be delivered to the account of such party designated by it in writing from time to time. (f) The parties will maintain complete and accurate books and records in sufficient detail to enable verification of the detail call activity of Cephalon, the Net Sales attributable to Covered Physicians and the basis for calculating the compensation paid by BMS to Cephalon hereunder. Either party may demand an audit of the other party's relevant books and records in order to verify the other's reports on the aforesaid matters. Upon reasonable prior notice to the party to be audited, the independent public accountants of the other party shall have access to the relevant books and records of the party to be audited in order to conduct a review or audit thereof. Such access shall be available during normal business hours not more than once each calendar year during the Copromotion Term and only for a period until two years after the relevant period in question. The accountants shall be entitled to report its conclusions and calculations to the party requesting the audit, except that in no event shall the accountants disclose the names of customers of either party or the prices or terms of sale charged by BMS for the Product. The party requesting the audit shall bear the full cost of the performance of any such audit except as hereinafter set forth. If, as a result of any inspection of the books and records of BMS, it is shown that BMS' payments to Cephalon under this Agreement were less than 19

the amount which should have been paid, then BMS shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 30 days after Cephalon's demand therefor. If, as a result of any inspection of the books and records of Cephalon, it is shown that BMS's reimbursements for costs associated with Funded Activities to Cephalon under this Agreement were more than the amount which should have been paid, then Cephalon shall reimburse BMS for the discrepancy revealed by said inspection within 30 days after BMS's demand therefor. 12. Copromotion Term and Termination. (a) The Copromotion Term shall be for two (2) years and shall begin effective January 1, 1999 (even if Effective Date of the Agreement is after such date) and shall end on December 31, 2000, unless terminated earlier in accordance with Section 12(b), (c) or (d) below or unless extended pursuant to section 12(e) by the parties' mutual agreement (the "Copromotion Term"). (b) Cephalon may terminate the Copromotion Term: (i) at any time, without cause, upon ninety (90) days' prior written notice to BMS. During such notice period, Cephalon shall continue to fulfill its obligations under this Agreement; or (ii) Cephalon may terminate the Copromotion Term immediately upon written notice of termination given to BMS, if BMS has breached a material obligation or duty under this Agreement that is continuing 30 days after Cephalon has advised BMS in writing of the nature of said breach.

the amount which should have been paid, then BMS shall make all payments required to be made to eliminate any discrepancy revealed by said inspection within 30 days after Cephalon's demand therefor. If, as a result of any inspection of the books and records of Cephalon, it is shown that BMS's reimbursements for costs associated with Funded Activities to Cephalon under this Agreement were more than the amount which should have been paid, then Cephalon shall reimburse BMS for the discrepancy revealed by said inspection within 30 days after BMS's demand therefor. 12. Copromotion Term and Termination. (a) The Copromotion Term shall be for two (2) years and shall begin effective January 1, 1999 (even if Effective Date of the Agreement is after such date) and shall end on December 31, 2000, unless terminated earlier in accordance with Section 12(b), (c) or (d) below or unless extended pursuant to section 12(e) by the parties' mutual agreement (the "Copromotion Term"). (b) Cephalon may terminate the Copromotion Term: (i) at any time, without cause, upon ninety (90) days' prior written notice to BMS. During such notice period, Cephalon shall continue to fulfill its obligations under this Agreement; or (ii) Cephalon may terminate the Copromotion Term immediately upon written notice of termination given to BMS, if BMS has breached a material obligation or duty under this Agreement that is continuing 30 days after Cephalon has advised BMS in writing of the nature of said breach. (c) BMS may terminate the Copromotion Term upon the occurrence of any of the following: (i) Upon sixty (60) days' prior written notice to Cephalon, if: (A) Cephalon fails to achieve aggregate actual Covered Physician Prescriptions for any six month period during the term hereof in excess of ninety percent (90%) of the Covered Physician Target 20

set forth in Schedule A that are needed to generate a payment under Section 10 hereof to Cephalon with respect to each such Agreement Year; or (B) Covered Physician Prescriptions fail to exceed, with respect to any three (3) consecutive quarters, the minimum Base Level Covered Physician Prescriptions needed to generate a payment under Section 10 hereof to Cephalon with respect to such Agreement Year; or (C) The annual incentive compensation paid by Cephalon to its sales representatives for promotion of the Product falls below twenty percent (20%) of the total payment from BMS to Cephalon for co-promotion of the Product during any Agreement Year. (ii) Upon written notice to Cephalon, if BMS has permanently ceased manufacturing and marketing the Product because of a significant safety problem related to the Product; or (iii) BMS may terminate the Copromotion Term immediately upon written notice of termination given to Cephalon, if Cephalon has breached a material obligation or duty under this Agreement that is continuing 30 days after BMS has advised Cephalon in writing of the nature of the breach or default. [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] 21

[*The confidential material contained herein has been omitted and has been separately filed with the

set forth in Schedule A that are needed to generate a payment under Section 10 hereof to Cephalon with respect to each such Agreement Year; or (B) Covered Physician Prescriptions fail to exceed, with respect to any three (3) consecutive quarters, the minimum Base Level Covered Physician Prescriptions needed to generate a payment under Section 10 hereof to Cephalon with respect to such Agreement Year; or (C) The annual incentive compensation paid by Cephalon to its sales representatives for promotion of the Product falls below twenty percent (20%) of the total payment from BMS to Cephalon for co-promotion of the Product during any Agreement Year. (ii) Upon written notice to Cephalon, if BMS has permanently ceased manufacturing and marketing the Product because of a significant safety problem related to the Product; or (iii) BMS may terminate the Copromotion Term immediately upon written notice of termination given to Cephalon, if Cephalon has breached a material obligation or duty under this Agreement that is continuing 30 days after BMS has advised Cephalon in writing of the nature of the breach or default. [*The confidential material contained herein has been omitted and has been separately filed with the Commission.] 21

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] (e) The Copromotion Term may be extended as the parties may mutually agree, it being understood that neither party shall be under any obligation, express or implied, to do so. In order to be binding upon either party, any such extension, and the terms governing such extension, must be evidenced by a written agreement executed by duly authorized representatives of both parties. (f) Neither the termination nor expiration of the Copromotion Term shall release or operate to discharge either party from any liability or obligation that may have accrued prior to such termination or expiration. Any termination of the Copromotion Term by a party shall not be an exclusive remedy, but shall be in addition to any legal or equitable remedies that may be available to the terminating party. However, neither party shall be liable to the other party for any damages (whether direct, indirect, special, consequential, incidental, or other, including lost profits) sustained by reason of expiration of this Agreement or for termination of this Agreement by a party in accordance with the terms hereof. 22

(g) If the Copromotion Term is terminated by either party prior to the completion of a Agreement Payment Period, Cephalon shall be entitled to receive a pro rata portion of the compensation which it would have been entitled to receive under Section 10 had the Copromotion Term been in effect for the entire Agreement Payment Period (calculated based on a pro rata portion of all Base Level Covered Physician Prescriptions obtained for the Product by Cephalon in such Agreement Payment Period as compared to all such Base Level Covered Physician Prescriptions obtained for the Product for such Agreement Payment Period). (h) Upon the termination or expiration of the Copromotion Term, Cephalon shall promptly cease all of its promotion activities pursuant to this Agreement, discontinue any use of the Trademark, return to BMS all sales training, promotional, marketing material, BMS call lists and computer files, and any remaining Product samples (i.e., not already distributed or destroyed with destruction certified by Cephalon) that may have been supplied to Cephalon by BMS under this Agreement, and shall provide to BMS (and not be entitled to retain) any call lists of Covered Physicians provided by BMS for the purposes of detailing. (i) This Agreement shall be deemed to be terminated in its entirety and of no further force and effect if neither

[*The confidential material contained herein has been omitted and has been separately filed with the Commission.] (e) The Copromotion Term may be extended as the parties may mutually agree, it being understood that neither party shall be under any obligation, express or implied, to do so. In order to be binding upon either party, any such extension, and the terms governing such extension, must be evidenced by a written agreement executed by duly authorized representatives of both parties. (f) Neither the termination nor expiration of the Copromotion Term shall release or operate to discharge either party from any liability or obligation that may have accrued prior to such termination or expiration. Any termination of the Copromotion Term by a party shall not be an exclusive remedy, but shall be in addition to any legal or equitable remedies that may be available to the terminating party. However, neither party shall be liable to the other party for any damages (whether direct, indirect, special, consequential, incidental, or other, including lost profits) sustained by reason of expiration of this Agreement or for termination of this Agreement by a party in accordance with the terms hereof. 22

(g) If the Copromotion Term is terminated by either party prior to the completion of a Agreement Payment Period, Cephalon shall be entitled to receive a pro rata portion of the compensation which it would have been entitled to receive under Section 10 had the Copromotion Term been in effect for the entire Agreement Payment Period (calculated based on a pro rata portion of all Base Level Covered Physician Prescriptions obtained for the Product by Cephalon in such Agreement Payment Period as compared to all such Base Level Covered Physician Prescriptions obtained for the Product for such Agreement Payment Period). (h) Upon the termination or expiration of the Copromotion Term, Cephalon shall promptly cease all of its promotion activities pursuant to this Agreement, discontinue any use of the Trademark, return to BMS all sales training, promotional, marketing material, BMS call lists and computer files, and any remaining Product samples (i.e., not already distributed or destroyed with destruction certified by Cephalon) that may have been supplied to Cephalon by BMS under this Agreement, and shall provide to BMS (and not be entitled to retain) any call lists of Covered Physicians provided by BMS for the purposes of detailing. (i) This Agreement shall be deemed to be terminated in its entirety and of no further force and effect if neither party has any further obligation to the other party in accordance with the terms hereof. 13. Indemnification and Insurance. (a) BMS shall defend, indemnify and hold Cephalon and its employees, agents, officers, directors and affiliates (a "Cephalon Party") harmless from and against any and all losses, liabilities, obligations, claims, fees (including, without limitation, attorneys fees), expenses incurred by a Cephalon Party that result from or arise in connection with (i) the breach of any covenant, representation or warranty of BMS contained in this Agreement, (ii) the manufacturing, sale or distribution of the Product by BMS or any licensee or affiliate thereof, including, without limitation, any claim of patent infringement, (iii) any product liability claim related to the Product, including, without limitation, the use by any person of any Product that was manufactured, sold or distributed by BMS or any licensee or affiliate thereof, (iv) any contamination of or defect in the Product; and (v) breach by BMS of its obligations under Section 10 hereof. Notwithstanding anything in this Section 13(a), BMS shall not be obligated to indemnify a Cephalon Party for any liability related to the Product for which Cephalon has assumed an indemnification obligation under Section 13(b) below. 23

(b) Cephalon shall defend, indemnify and hold BMS and its employees, agents, officers, directors and affiliates (a "BMS Party") harmless from and against any and all losses, liabilities, obligations, claims, fees (including, without limitation, attorneys fees), expenses and lawsuits brought against or incurred by a BMS Party resulting from or arising in connection with (i) the breach by Cephalon of any covenant, representation or warranty of Cephalon

(g) If the Copromotion Term is terminated by either party prior to the completion of a Agreement Payment Period, Cephalon shall be entitled to receive a pro rata portion of the compensation which it would have been entitled to receive under Section 10 had the Copromotion Term been in effect for the entire Agreement Payment Period (calculated based on a pro rata portion of all Base Level Covered Physician Prescriptions obtained for the Product by Cephalon in such Agreement Payment Period as compared to all such Base Level Covered Physician Prescriptions obtained for the Product for such Agreement Payment Period). (h) Upon the termination or expiration of the Copromotion Term, Cephalon shall promptly cease all of its promotion activities pursuant to this Agreement, discontinue any use of the Trademark, return to BMS all sales training, promotional, marketing material, BMS call lists and computer files, and any remaining Product samples (i.e., not already distributed or destroyed with destruction certified by Cephalon) that may have been supplied to Cephalon by BMS under this Agreement, and shall provide to BMS (and not be entitled to retain) any call lists of Covered Physicians provided by BMS for the purposes of detailing. (i) This Agreement shall be deemed to be terminated in its entirety and of no further force and effect if neither party has any further obligation to the other party in accordance with the terms hereof. 13. Indemnification and Insurance. (a) BMS shall defend, indemnify and hold Cephalon and its employees, agents, officers, directors and affiliates (a "Cephalon Party") harmless from and against any and all losses, liabilities, obligations, claims, fees (including, without limitation, attorneys fees), expenses incurred by a Cephalon Party that result from or arise in connection with (i) the breach of any covenant, representation or warranty of BMS contained in this Agreement, (ii) the manufacturing, sale or distribution of the Product by BMS or any licensee or affiliate thereof, including, without limitation, any claim of patent infringement, (iii) any product liability claim related to the Product, including, without limitation, the use by any person of any Product that was manufactured, sold or distributed by BMS or any licensee or affiliate thereof, (iv) any contamination of or defect in the Product; and (v) breach by BMS of its obligations under Section 10 hereof. Notwithstanding anything in this Section 13(a), BMS shall not be obligated to indemnify a Cephalon Party for any liability related to the Product for which Cephalon has assumed an indemnification obligation under Section 13(b) below. 23

(b) Cephalon shall defend, indemnify and hold BMS and its employees, agents, officers, directors and affiliates (a "BMS Party") harmless from and against any and all losses, liabilities, obligations, claims, fees (including, without limitation, attorneys fees), expenses and lawsuits brought against or incurred by a BMS Party resulting from or arising in connection with (i) the breach by Cephalon of any covenant, representation or warranty of Cephalon contained in this Agreement and (ii) breach by Cephalon of its obligations under Section 10 hereof. (c) To receive the benefits of the indemnity under clauses (a) or (b) above, as applicable, an indemnified party must (i) give the indemnifying party written notice of any claim or potential claim promptly after the indemnified party receives notice of any such claim; (ii) allow the indemnifying party to assume the control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claim (so long as it has confirmed its indemnification obligation responsibility to such indemnified party under this Section 13); and (iii) so long as such cooperation does not vitiate any legal privilege to which it is entitled, reasonably cooperate with the indemnifying party in its defense of the claim (including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying party defends the claim, an indemnified party may participate in, but not control, the defense of such claim at its/his/her sole cost and expense. An indemnifying party shall have no liability under this Section 13 as to any claim for which settlement or compromise of such claim or an offer of settlement or compromise of such claim is made by an indemnified party without the prior consent of the indemnifying party. (d) Cephalon acknowledges and agrees that any Cephalon sales force personnel (including contract sales personnel, telemarketers, independent contractors, employees, and agents) used by Cephalon to fulfill its obligations under this Agreement are not, and are not intended to be or be treated as, employees of BMS or any

(b) Cephalon shall defend, indemnify and hold BMS and its employees, agents, officers, directors and affiliates (a "BMS Party") harmless from and against any and all losses, liabilities, obligations, claims, fees (including, without limitation, attorneys fees), expenses and lawsuits brought against or incurred by a BMS Party resulting from or arising in connection with (i) the breach by Cephalon of any covenant, representation or warranty of Cephalon contained in this Agreement and (ii) breach by Cephalon of its obligations under Section 10 hereof. (c) To receive the benefits of the indemnity under clauses (a) or (b) above, as applicable, an indemnified party must (i) give the indemnifying party written notice of any claim or potential claim promptly after the indemnified party receives notice of any such claim; (ii) allow the indemnifying party to assume the control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claim (so long as it has confirmed its indemnification obligation responsibility to such indemnified party under this Section 13); and (iii) so long as such cooperation does not vitiate any legal privilege to which it is entitled, reasonably cooperate with the indemnifying party in its defense of the claim (including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying party defends the claim, an indemnified party may participate in, but not control, the defense of such claim at its/his/her sole cost and expense. An indemnifying party shall have no liability under this Section 13 as to any claim for which settlement or compromise of such claim or an offer of settlement or compromise of such claim is made by an indemnified party without the prior consent of the indemnifying party. (d) Cephalon acknowledges and agrees that any Cephalon sales force personnel (including contract sales personnel, telemarketers, independent contractors, employees, and agents) used by Cephalon to fulfill its obligations under this Agreement are not, and are not intended to be or be treated as, employees of BMS or any of its Affiliates, and that such individuals are not eligible to participate in any "employee benefit plans", as such term is defined in section 3(3) of ERISA, that are sponsored by BMS or any of its Affiliates. BMS shall not be responsible to Cephalon, to any employees, agents, contractors, telemarketers, or other personnel of Cephalon used by it to perform its obligations under this Agreement, or to any governmental entity for any compensation or benefits (including, without limitation, vacation and holiday remuneration, healthcare coverage or insurance, life 24

insurance, pension or profit-sharing benefits and disability benefits), payroll-related taxes or withholdings, or any governmental charges or benefits (including without limitation unemployment and disability insurance contributions or benefits and workmen' compensation contributions or benefits) that may imposed upon or be related to the performance by Cephalon and any of its employees, agents, contractors, telemarketers, or other personnel used by Cephalon to discharge its obligations under this Agreement, all of which shall be the sole responsibility of Cephalon, even if it is subsequently determined by any court, the IRS or any other governmental agency that such individual may be a common law employee of BMS or any of its Affiliates. All such matters of compensation, benefits and other terms of employment for any employee, agent, contractor, telemarketer, or other personnel used by Cephalon shall be solely a matter between Cephalon and such individual(s) or entities. Nothing contained in this Section 13(d) is intended to or will effect or limit any compensation payable by BMS to Cephalon for the services rendered by Cephalon pursuant to this Agreement. (e) Each party shall use commercially reasonable efforts to maintain adequate insurance against such risks (including product liability) and upon such terms (including coverages, deductible limits and self-insured retentions) as is customary for the activities to be conducted by it under this Agreement and is appropriate to cover its indemnification obligations hereunder. Each party shall furnish to the other evidence of such insurance, upon request. Such insurance information shall be kept in confidence in the same manner as any other confidential information disclosed by one party to the other hereunder. 14. Confidentiality. (a) Each party acknowledges that it may receive confidential or proprietary information of the other party in the performance of this Agreement. Each party shall hold confidential and shall not, directly or indirectly, disclose,

insurance, pension or profit-sharing benefits and disability benefits), payroll-related taxes or withholdings, or any governmental charges or benefits (including without limitation unemployment and disability insurance contributions or benefits and workmen' compensation contributions or benefits) that may imposed upon or be related to the performance by Cephalon and any of its employees, agents, contractors, telemarketers, or other personnel used by Cephalon to discharge its obligations under this Agreement, all of which shall be the sole responsibility of Cephalon, even if it is subsequently determined by any court, the IRS or any other governmental agency that such individual may be a common law employee of BMS or any of its Affiliates. All such matters of compensation, benefits and other terms of employment for any employee, agent, contractor, telemarketer, or other personnel used by Cephalon shall be solely a matter between Cephalon and such individual(s) or entities. Nothing contained in this Section 13(d) is intended to or will effect or limit any compensation payable by BMS to Cephalon for the services rendered by Cephalon pursuant to this Agreement. (e) Each party shall use commercially reasonable efforts to maintain adequate insurance against such risks (including product liability) and upon such terms (including coverages, deductible limits and self-insured retentions) as is customary for the activities to be conducted by it under this Agreement and is appropriate to cover its indemnification obligations hereunder. Each party shall furnish to the other evidence of such insurance, upon request. Such insurance information shall be kept in confidence in the same manner as any other confidential information disclosed by one party to the other hereunder. 14. Confidentiality. (a) Each party acknowledges that it may receive confidential or proprietary information of the other party in the performance of this Agreement. Each party shall hold confidential and shall not, directly or indirectly, disclose, publish or use for the benefit of any third party or itself, except in carrying out its duties hereunder, any confidential or proprietary information of the other party, without first having obtained the furnishing party's written consent to such disclosure or use. "Confidential or proprietary information" shall include, inter alia, knowhow, scientific information, clinical data, efficacy and safety data, adverse event information, formulas, methods and processes, specifications, pricing information (including discounts, rebates and other price adjustments) and other terms and 25

conditions of sales, customer information, business plans, and all other intellectual property. This restriction shall not apply to any information within the following categories: (i) information that is known to the receiving party or its Affiliates prior to the time of disclosure to it, to the extent evidenced by written records or other competent proof; (ii) information that is independently developed by employees, agents, or independent contractors of the receiving party or its Affiliates without reference to or reliance upon the information furnished by the disclosing party, as evidenced by written records or other competent proof; (iii) information disclosed to the receiving party or its Affiliates by a third party that has a right to make such disclosure; (iv) information that is contained in any written promotional material prepared by BMS for use in connection with the Product; or (v) any other information that becomes part of the public domain through no fault or negligence of the receiving party. The receiving party shall also be entitled to disclose the other party's Confidential Information that is required to be disclosed in compliance with applicable laws or regulations (including, without limitation, to comply with SEC, NASDAQ or stock exchange disclosure requirements), or by order of any governmental body or a court of competent jurisdiction; provided that the party required to disclose such information shall use all reasonable efforts to obtain confidential treatment of such information by the agency or court.

conditions of sales, customer information, business plans, and all other intellectual property. This restriction shall not apply to any information within the following categories: (i) information that is known to the receiving party or its Affiliates prior to the time of disclosure to it, to the extent evidenced by written records or other competent proof; (ii) information that is independently developed by employees, agents, or independent contractors of the receiving party or its Affiliates without reference to or reliance upon the information furnished by the disclosing party, as evidenced by written records or other competent proof; (iii) information disclosed to the receiving party or its Affiliates by a third party that has a right to make such disclosure; (iv) information that is contained in any written promotional material prepared by BMS for use in connection with the Product; or (v) any other information that becomes part of the public domain through no fault or negligence of the receiving party. The receiving party shall also be entitled to disclose the other party's Confidential Information that is required to be disclosed in compliance with applicable laws or regulations (including, without limitation, to comply with SEC, NASDAQ or stock exchange disclosure requirements), or by order of any governmental body or a court of competent jurisdiction; provided that the party required to disclose such information shall use all reasonable efforts to obtain confidential treatment of such information by the agency or court. (b) This obligation shall survive the termination or expiration of this Agreement for five (5) years. (c) It is expressly understood and agreed that Cephalon may disclose confidential information to members of its board of directors who are not employees of Cephalon, provided, that Cephalon shall ensure that such directors are bound by a written obligation of 26

confidentiality to Cephalon as regards confidential information hereunder that is disclosed to them. 15. Representations and Warranties. (a) BMS represents and warrants to Cephalon that (i) the execution, delivery and performance of this Agreement by BMS does not conflict with, or constitute a breach of any order, judgment, agreement or instrument to which BMS is a party; (ii) the execution, delivery and performance of this Agreement by BMS does not require the consent of any person or the authorization of (by notice or otherwise) any governmental or regulatory authority; (iii) the rights granted by BMS to Cephalon hereunder do not conflict with any rights granted by BMS to any third party; (iv) BMS owns the NDA for the Product, and (v) BMS has not received any written notice of any claim that the manufacture, use or sale of the Product infringes any patent or other intellectual property right of any third party. (b) Cephalon represents and warrants to BMS 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. 16. Notices. Unless otherwise explicitly set forth herein, any notice required or permitted to be given hereunder shall be in writing and shall be delivered personally by hand, or sent by reputable overnight courier, signature required, to the addresses of each party set forth below or to such other address or addresses as shall be designated in writing in the same matter:

confidentiality to Cephalon as regards confidential information hereunder that is disclosed to them. 15. Representations and Warranties. (a) BMS represents and warrants to Cephalon that (i) the execution, delivery and performance of this Agreement by BMS does not conflict with, or constitute a breach of any order, judgment, agreement or instrument to which BMS is a party; (ii) the execution, delivery and performance of this Agreement by BMS does not require the consent of any person or the authorization of (by notice or otherwise) any governmental or regulatory authority; (iii) the rights granted by BMS to Cephalon hereunder do not conflict with any rights granted by BMS to any third party; (iv) BMS owns the NDA for the Product, and (v) BMS has not received any written notice of any claim that the manufacture, use or sale of the Product infringes any patent or other intellectual property right of any third party. (b) Cephalon represents and warrants to BMS 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. 16. Notices. Unless otherwise explicitly set forth herein, any notice required or permitted to be given hereunder shall be in writing and shall be delivered personally by hand, or sent by reputable overnight courier, signature required, to the addresses of each party set forth below or to such other address or addresses as shall be designated in writing in the same matter: (a) If to BMS: Bristol-Myers Squibb U.S. Medicines Group 777 Scudders Mill Road Plainsboro, NJ 08536 Attention: Vice President and Senior Counsel, U.S. Medicines Group 27

with a copy to the attention of the "Vice President and Senior Counsel - USMG" at the same address. (b) If to Cephalon: Cephalon, Inc. Attn: Sr. Vice President and General Counsel 145 Brandywine Parkway West Chester, Pennsylvania 19380-4245 Facsimile No.: 610-738-6337 Telephone No.: 610-738-6590 All notices shall be deemed given when received by the addressee. 17. Non-Solicitation. During the Copromotion Term and for a period of one (1) year thereafter, neither party shall solicit, directly or indirectly, any individual who was a member of the other party's sales force or marketing group related to the Product in the Territory during the Copromotion Term, without the written consent of the other party. 18. Miscellaneous Provisions. (a) Assignment. Neither party shall assign or otherwise transfer this Agreement or any interest herein or right hereunder without the prior written consent of the other party, and any such purported assignment, transfer or attempt to assign or transfer any interest herein or right hereunder shall be void and of no effect; except that each party (i) may assign its rights and obligations hereunder to an Affiliate without the prior consent of the other party (although, in such event, the assigning party shall remain primarily responsible for all of its obligations and agreements set forth herein, notwithstanding such assignment) and (ii) may assign its rights and obligations to a successor (whether by merger, consolidation, reorganization or other similar event) or purchaser of all or

with a copy to the attention of the "Vice President and Senior Counsel - USMG" at the same address. (b) If to Cephalon: Cephalon, Inc. Attn: Sr. Vice President and General Counsel 145 Brandywine Parkway West Chester, Pennsylvania 19380-4245 Facsimile No.: 610-738-6337 Telephone No.: 610-738-6590 All notices shall be deemed given when received by the addressee. 17. Non-Solicitation. During the Copromotion Term and for a period of one (1) year thereafter, neither party shall solicit, directly or indirectly, any individual who was a member of the other party's sales force or marketing group related to the Product in the Territory during the Copromotion Term, without the written consent of the other party. 18. Miscellaneous Provisions. (a) Assignment. Neither party shall assign or otherwise transfer this Agreement or any interest herein or right hereunder without the prior written consent of the other party, and any such purported assignment, transfer or attempt to assign or transfer any interest herein or right hereunder shall be void and of no effect; except that each party (i) may assign its rights and obligations hereunder to an Affiliate without the prior consent of the other party (although, in such event, the assigning party shall remain primarily responsible for all of its obligations and agreements set forth herein, notwithstanding such assignment) and (ii) may assign its rights and obligations to a successor (whether by merger, consolidation, reorganization or other similar event) or purchaser of all or substantially all of its business assets relating to the Product, provided, that such successor or purchaser has agreed in writing to assume all of such party's rights and obligations hereunder and a copy of such assumption is provided to the other party hereunder. (b) Non-Waiver. Any failure on the part of a party to enforce at any time or for any period of time any of the provisions of this Agreement shall not be deemed or construed 28

to be a waiver of such provisions or of any right of such party thereafter to enforce each and every such provision on any succeeding occasion or breach thereof. (c) Dispute Resolution. If any dispute arises under this Agreement which cannot be resolved expeditiously by the Product Marketing Committee after due consideration, the matter shall be submitted to the President of Cephalon and the President of the BMS U.S. Pharmaceuticals Group for resolution. Any dispute that can not be so resolved within 30 days after submission shall be submitted for arbitration in accordance with the rules of the American Arbitration Association, and the award or decision made by the arbitrator(s) designated pursuant to the American Arbitration Association rules of arbitration shall be binding upon the parties hereto and a judgment consistent therewith may be entered in any court of competent jurisdiction; provided, however, that nothing herein contained shall preclude a party from seeking equitable remedies in any court of competent jurisdiction in order to enforce the provisions of Section 17 hereof. Any such arbitration proceedings shall be conducted in New York, New York. (d) Entirety of Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and thereof and supersedes all previous and contemporaneous verbal and written agreements, representations and warranties with respect to such subject matter. This Agreement (or any provision or term hereof) may be released, waived, changed or supplemented only by a written agreement signed by an officer or other authorized representative of the party against whom enforcement of any release, waiver, change or supplement is sought. This Agreement shall not be strictly construed against either party hereto. This Amended and Restated Agreement shall not predjudice the right of each Party to receive the benefits of any rights with respect to Sections 15 (Indemnification and Insurance) and 16 (Confidentiality) of the Copromotion Agreement or any obligations of each Party relating to the same Sections 15 and 16, which shall have accrued to

to be a waiver of such provisions or of any right of such party thereafter to enforce each and every such provision on any succeeding occasion or breach thereof. (c) Dispute Resolution. If any dispute arises under this Agreement which cannot be resolved expeditiously by the Product Marketing Committee after due consideration, the matter shall be submitted to the President of Cephalon and the President of the BMS U.S. Pharmaceuticals Group for resolution. Any dispute that can not be so resolved within 30 days after submission shall be submitted for arbitration in accordance with the rules of the American Arbitration Association, and the award or decision made by the arbitrator(s) designated pursuant to the American Arbitration Association rules of arbitration shall be binding upon the parties hereto and a judgment consistent therewith may be entered in any court of competent jurisdiction; provided, however, that nothing herein contained shall preclude a party from seeking equitable remedies in any court of competent jurisdiction in order to enforce the provisions of Section 17 hereof. Any such arbitration proceedings shall be conducted in New York, New York. (d) Entirety of Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and thereof and supersedes all previous and contemporaneous verbal and written agreements, representations and warranties with respect to such subject matter. This Agreement (or any provision or term hereof) may be released, waived, changed or supplemented only by a written agreement signed by an officer or other authorized representative of the party against whom enforcement of any release, waiver, change or supplement is sought. This Agreement shall not be strictly construed against either party hereto. This Amended and Restated Agreement shall not predjudice the right of each Party to receive the benefits of any rights with respect to Sections 15 (Indemnification and Insurance) and 16 (Confidentiality) of the Copromotion Agreement or any obligations of each Party relating to the same Sections 15 and 16, which shall have accrued to it under the Copromotion Agreement prior to the Effective Date of this Amended and Restated Agreement. (e) Public Announcements. The form and content of any public announcement to be made by one party regarding this Agreement, or the subject matter contained herein, shall be subject to the prior written consent of the other party (which consent may not be unreasonably withheld), except as may be required by applicable law (including, without limitation, disclosure requirements of the SEC, NASDAQ, or any other stock exchange) in 29

which event the other party shall endeavor to give the other party reasonable advance notice and review of any such disclosure. (f) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its conflicts of law principles. (g) Relationship of the Parties. In making and performing this Agreement, the parties are acting, and intend to be treated, as independent entities and nothing contained in this Agreement shall be construed or implied to create an agency, partnership, joint venture, or employer and employee relationship between BMS and Cephalon. Except as otherwise provided herein, neither party may make any representation, warranty or commitment, whether express or implied, on behalf of or incur any charges or expenses for or in the name of the other party. No party shall be liable for the act of any other party unless such act is expressly authorized in writing by both parties hereto. (h) Counterparts. This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, shall bear the signatures of each of the parties hereto. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against the party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. (i) Force Majeure. Neither party shall be liable to the other party for any failure to perform as required by this Agreement if the failure to perform is due to circumstances reasonably beyond such party's control, including, without limitation, acts of God, civil disorders or commotions, acts of aggression, fire, explosions, floods, drought, war, sabotage, embargo, unexpected safety or efficacy results obtained with the Product, utility failures, material shortages, labor disturbances, a national health emergency, or appropriations of property. A party whose performance is affected by a force majeure event shall take prompt action using its reasonable best efforts to

which event the other party shall endeavor to give the other party reasonable advance notice and review of any such disclosure. (f) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its conflicts of law principles. (g) Relationship of the Parties. In making and performing this Agreement, the parties are acting, and intend to be treated, as independent entities and nothing contained in this Agreement shall be construed or implied to create an agency, partnership, joint venture, or employer and employee relationship between BMS and Cephalon. Except as otherwise provided herein, neither party may make any representation, warranty or commitment, whether express or implied, on behalf of or incur any charges or expenses for or in the name of the other party. No party shall be liable for the act of any other party unless such act is expressly authorized in writing by both parties hereto. (h) Counterparts. This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, shall bear the signatures of each of the parties hereto. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against the party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. (i) Force Majeure. Neither party shall be liable to the other party for any failure to perform as required by this Agreement if the failure to perform is due to circumstances reasonably beyond such party's control, including, without limitation, acts of God, civil disorders or commotions, acts of aggression, fire, explosions, floods, drought, war, sabotage, embargo, unexpected safety or efficacy results obtained with the Product, utility failures, material shortages, labor disturbances, a national health emergency, or appropriations of property. A party whose performance is affected by a force majeure event shall take prompt action using its reasonable best efforts to remedy the effects of the force majeure event. 30

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. BRISTOL-MYERS SQUIBB CEPHALON INC. COMPANY
By: ----------------------------Name: Richard J. Lane Title: President, BMS US Medicines Grp. and Global Marketing /s/ Brian A. Markison Brian A. Markison President, Neuroscience/ID/Dermatology By: /s/ Robert Roche ----------------------Name: Robert Roche Title: V.P., Sales & Marketing

31

SCHEDULE A CEPHALON 1999 NEUROLOGY BASELINE AND TARGET TRX* [*The confidential material contained herein has been omitted and has been separately filed with the Commission.]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. BRISTOL-MYERS SQUIBB CEPHALON INC. COMPANY
By: ----------------------------Name: Richard J. Lane Title: President, BMS US Medicines Grp. and Global Marketing /s/ Brian A. Markison Brian A. Markison President, Neuroscience/ID/Dermatology By: /s/ Robert Roche ----------------------Name: Robert Roche Title: V.P., Sales & Marketing

31

SCHEDULE A CEPHALON 1999 NEUROLOGY BASELINE AND TARGET TRX* [*The confidential material contained herein has been omitted and has been separately filed with the Commission.]

SCHEDULE B CEPHALON 2000 NEUROLOGY BASELINES AND TARGET TRX The Baselines for Agreement Year constituting January 1, 2000 to December 31, 2000 shall be negotiated pursuant to Section 1O(b)(4) and when complete set forth below:

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES

6 MOS DEC 31 1999 JAN 01 1999 JUN 30 1999 15,189,000 70,366,000 0 0 3,680,000 94,340,000 34,121,000 14,376,000 117,354,000 26,379,000 38,685,000 0 0 302,000 48,137,000 117,354,000 7,252,000

SCHEDULE A CEPHALON 1999 NEUROLOGY BASELINE AND TARGET TRX* [*The confidential material contained herein has been omitted and has been separately filed with the Commission.]

SCHEDULE B CEPHALON 2000 NEUROLOGY BASELINES AND TARGET TRX The Baselines for Agreement Year constituting January 1, 2000 to December 31, 2000 shall be negotiated pursuant to Section 1O(b)(4) and when complete set forth below:

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

6 MOS DEC 31 1999 JAN 01 1999 JUN 30 1999 15,189,000 70,366,000 0 0 3,680,000 94,340,000 34,121,000 14,376,000 117,354,000 26,379,000 38,685,000 0 0 302,000 48,137,000 117,354,000 7,252,000 14,979,000 839,000 839,000 20,152,000 0 3,390,000 (31,442,000) 0 0 0 0 0 (31,442,000) (1.09) (1.09)

SCHEDULE B CEPHALON 2000 NEUROLOGY BASELINES AND TARGET TRX The Baselines for Agreement Year constituting January 1, 2000 to December 31, 2000 shall be negotiated pursuant to Section 1O(b)(4) and when complete set forth below:

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

6 MOS DEC 31 1999 JAN 01 1999 JUN 30 1999 15,189,000 70,366,000 0 0 3,680,000 94,340,000 34,121,000 14,376,000 117,354,000 26,379,000 38,685,000 0 0 302,000 48,137,000 117,354,000 7,252,000 14,979,000 839,000 839,000 20,152,000 0 3,390,000 (31,442,000) 0 0 0 0 0 (31,442,000) (1.09) (1.09)

ARTICLE 5

PERIOD TYPE FISCAL YEAR END PERIOD START PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST EXPENSE INCOME PRETAX INCOME TAX INCOME CONTINUING DISCONTINUED EXTRAORDINARY CHANGES NET INCOME EPS BASIC EPS DILUTED

6 MOS DEC 31 1999 JAN 01 1999 JUN 30 1999 15,189,000 70,366,000 0 0 3,680,000 94,340,000 34,121,000 14,376,000 117,354,000 26,379,000 38,685,000 0 0 302,000 48,137,000 117,354,000 7,252,000 14,979,000 839,000 839,000 20,152,000 0 3,390,000 (31,442,000) 0 0 0 0 0 (31,442,000) (1.09) (1.09)