-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DaUnxYlXXMEGb2yE0HsFFm9uJSXSwmUWaphOQnLU9WdSXwcOM665psNE//papn+t oZKRBoigpb03R6DxOfIYeA== 0001036050-99-001488.txt : 19990720 0001036050-99-001488.hdr.sgml : 19990720 ACCESSION NUMBER: 0001036050-99-001488 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940103 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CEPHALON INC CENTRAL INDEX KEY: 0000873364 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 232484489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19119 FILM NUMBER: 99666614 BUSINESS ADDRESS: STREET 1: 145 BRANDYWINE PKWY CITY: WEST CHESTER STATE: PA ZIP: 19380 BUSINESS PHONE: 2153440200 MAIL ADDRESS: STREET 1: 145 BRANDYWINE PARKWAY CITY: WEST CHESTER STATE: PA ZIP: 19380 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 3, 1994 --------------- Cephalon, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant specified in Charter) Delaware 0-19119 23-2484489 - -------------------------------------------------------------------------------- (State or other (Commission (IRS Employee jurisdiction of File Number) Identification No.) incorporation) 145 Brandywine Parkway West Chester, PA 19380 - -------------------------------------------------------------------------------- (Address of principal executive offices) Zip Code REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: 610-344-0200 - -------------------------------------------------------------------------------- (Former name and former address, if changed since last report) ITEM 5. OTHER EVENTS ------------ The purpose of this Form 8-K is to file (i) Amendment No. 2 to License Agreement dated January 3, 1994 between the Registrant and Laboratoire L. Lafon and (ii) Amendment No. 2 to Trademark Agreement dated August 23, 1995 between the Registrant and Genelco S.A. which were not previously filed. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- (a) Financial Statements. None. (b) Pro Forma Financial Information. None. (c) Exhibits. 99.1* Amendment No. 2 to License Agreement dated January 3, 1994 between Cephalon, Inc. and Laboratoire L. Lafon. 99.2* Amendment No. 2 to Trademark Agreement dated August 23, 1995 between Cephalon, Inc. and Genelco S.A. * Certain portions of the exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CEPHALON, INC. Date: July 19, 1999 By: /s/ J. Kevin Buchi --------------------------------------------- J. Kevin Buchi Senior Vice President and Chief Financial Officer Exhibit Index ------------- Exhibit Page ------- ---- 99.1 Amendment No. 2 to License Agreement dated January 3, 1994 between Cephalon, Inc. and Laboratoire L. Lafon. 99.2 Amendment No. 2 to Trademark Agreement dated August 23, 1995 between Cephalon, Inc. and Genelco S.A. EX-99.1 2 LICENSE AGREEMENT AMENDMENT #2 Exhibit 99.1* [LETTERHEAD OF CEPHALON, INC. APPEARS HERE] January 3, 1994 Laboratoire L. Lafon 19 Avenue du Professeur-Cadiot 94701 Maisons Alfort France Re: Amendment No. 2 to License Agreement ------------------------------------ Gentlemen: This letter agreement shall serve as the second amendment to the License Agreement dated January 20, 1993 between Cephalon, Inc. ("Cephalon") and Laboratoire L. Lafon ("Lafon"), as previously amended by letter agreement dated July 21, 1993 ("License Agreement"). All capitalized terms not otherwise defined herein shall be used as defined in the License Agreement. 1. The parties wish to postpone by six months the dates by which Cephalon is to perform certain obligations under the License Agreement to allow the parties additional time to obtain GMP-grade formulation of the Compound. Specifically, the following provisions are hereby amended: (a) The last sentence of the second paragraph of Article III, paragraph 3.b. of the License Agreement is amended to read as follows: "In addition, CEPHALON will endeavor to file a New Drug Application ("NDA") with the FDA within thirty (30) months from the date CEPHALON files the IND for such Licensed Product, provided that CEPHALON shall not be deemed to be in breach of these obligations if the FDA requires CEPHALON to submit any additional preclinical data other than the data furnished by LAFON to CEPHALON immediately following the execution of this Agreement, or for any other reason outside of CEPHALON's control." * Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission. Laboratoire L. Lafon Page 2 (b) Article V, paragraph 1.a. of the License Agreement is amended to read as follows: "a. CEPHALON shall pay to LAFON the following license fees as compensation for its rights in the Territory (excluding the U.K. Territory): -[ ** ]US dollars (USD[ ** ]) upon signature of this Agreement (receipt of which is acknowledged by Lafon), -[ ** ]US dollars (USD[ ** ]) -July 20, 1994, -[ ** ]US dollars (USD[ ** ]) -July 20, 1995, -[ ** ]US dollars (USD[ ** ]) -July 20, 1996, -[ ** ]US dollars (USD[ ** ]) -upon the first U.S. FDA approval of a Licensed Product." (c) Paragraphs 3.b. and 3.c. of Article III of the License Agreement do not apply to the U.K. Territory. Instead, Cephalon's obligation to pay compensation to Lafon for Cephalon's rights in the U.K. Territory arises under Section 3.a. of the letter agreement dated July 21, 1993, which is amended as follows: "a. [ ** ]US Dollars (USD[ ** ]), payable upon Lafon's signature of the letter agreement (receipt of which is acknowledged by Lafon); b. [ ** ]US Dollars (USD[ ** ]), payable on January 31, 1995; and c. [ ** ]US Dollars (USD[ ** ]), payable on January 31, 1996; d. [ ** ]US Dollars (USD[ ** ]), payable on January 31, 1997; ** The confidential material contained herein has been omitted and has been separately filed with the Commission. Laboratoire L. Lafon Page 3 e. [ ** ]US Dollars (USD[ ** ]), payable upon the initial regulatory approval of a Licensed Product by the Medicines Division of the U.K. Ministry of Health." 2. Each of Cephalon and Lafon hereby restates its representations and warranties made in the License Agreement, as amended pursuant to this letter agreement. 3. Except as modified by this letter agreement, all provisions of the License 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, Jr. ----------------------------- Frank Baldino, Jr., Ph.D. President Accepted and agreed to this 17/th/ day of January, 1994. - ----- LABORATOIRE L. LAFON By: /s/ F. C. Lafon ----------------------- F. C. Lafon Chief Executive Officer ** The confidential material contained herein has been omitted and has been separately filed with the Commission. EX-99.2 3 TRADEMARK AGREEMENT AMENDMENT #2 Exhibit 99.2* [LETTERHEAD OF CEPHALON, INC. APPEARS HERE] August 23, 1995 Genelco S.A. 8 Route de Beaumont 1701 Fribourg Switzerland Re: Amendment No. 2 to Trademark Agreement -------------------------------------- Gentlemen: This letter agreement shall serve as an amendment to the Trademark Agreement dated January 20, 1993, as amended prior to the date hereof (the "Trademark Agreement") between Cephalon, Inc. ("Cephalon") and Genelco S.A. ("Genelco"). 1. All capitalized terms not otherwise defined herein shall be used as defined in the Trademark Agreement. 2. The term "Territory," for all purposes under the Trademark Agreement is hereby expanded to include Japan. 3. The following trademark applications and registered trademarks related to Licensed Products and/or the Compound, are or will be filed in the Territory and are hereby licensed to Cephalon under the Trademark Agreement: PROVIGIL United States: Application No. 74/507,491 United Kingdom: Registration No. 1,566,855 Japan: Application No. 6-101738 Ireland: Application No. 5035/94 Mexico: Application No. 212,921 4. For and in consideration of the expansion of the Territory to include Japan under this Amendment No. 2 (and in addition to any compensation payable under the Trademark Agreement with respect to other countries in the Territory), Cephalon will pay to Genelco, pursuant to Article III(1) of the Trademark Agreement, a royalty with respect to Net Sales of a Licensed Product in Japan that will be calculated at the rate of [**]% of such Net Sales. * Certain portions of this exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commision. ** The confidential material contained herein has been omitted and has been separately filed with the Commission. Genelco S.A. Amendment No. 2 August 23, 1995 Page 2 5. Each of Cephalon and Genelco hereby restates its respective representations and warranties made in the Trademark Agreement, as amended pursuant to this letter agreement. 6. Except as modified by this letter agreement, all provisions of the Trademark Agreement are confirmed to be and shall remain in full force and effect. If the foregoing is acceptable, please indicate your agreement in the space provided below. CEPHALON, INC. By: /s/ Frank Baldino, Jr. ---------------------------- Frank Baldino, Jr., Ph.D. President and Chief Executive Officer Accepted and agreed to this ___ day of August, 1995. GENELCO S.A. By: /s/ [SIGNATURE ILLEGIBLE] ------------------------- -----END PRIVACY-ENHANCED MESSAGE-----