8-K

UNITED STATES

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) March 10, 2011

Cephalon, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-19119	23-2484489
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

41 Moores Rd.
Frazer, Pennsylvania	19355
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (610) 344-0200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry Into a Material Agreement

(a)On March 10, 2011, Cephalon, Inc. (the “Company”) entered into Indemnification Agreements (the “Indemnification Agreement”) with each of the following directors and executive officers of the Company (each an “Indemnitee”):

Executive Officers	Directors
J. Kevin Buchi, Chief Executive Officer	William P. Egan
Alain Aragues, EVP and President of Cephalon Europe	Martyn D. Greenacre
Valli F. Baldassano, EVP and Chief Compliance Officer	Charles J. Homcy
Wilco Groenhuysen, EVP and Chief Financial Officer	Vaughn M. Kailian
Gerald J. Pappert, EVP and General Counsel	Kevin E. Moley
Lesley Russell, EVP and Chief Medical Officer	Charles A. Sanders
Carl A. Savini, EVP and Chief Administrative Officer	Gail R. Wilensky
Jeffry L. Vaught, EVP and Chief Scientific Officer	Dennis L. Winger

Each Indemnification Agreement provides that the Company will indemnify each Indemnitee against any and all expenses, damages and losses actually and reasonably incurred or suffered by him or her in connection with any action, suit or proceeding to which the Indemnitee is a party by reason of the fact that (i) the Indemnitee is or was a director and/or officer of the Company or (ii) the Indemnitee is or was serving at the request of the Company as a director, officer, employee and/or agent of the Company or another entity, subject to certain conditions and limitations set forth therein.  If so requested by the Indemnitee, the Company will advance any and all expenses the Indemnitee determines to be reasonably likely to be payable in connection with any such action, suit or proceeding, subject to reimbursement by the Indemnitee should a final adjudication be made that indemnification is not available under the Indemnification Agreement, and subject to certain conditions and limitations set forth therein.  Each Indemnification Agreement also sets forth the procedures that will apply in the event that the Indemnitee seeks indemnification or expense advancement thereunder as well as the process for determining entitlement to indemnification and the procedures for enforcement of indemnification and advancement rights.

The indemnification rights provided for in each Indemnification Agreement are in addition to any rights to indemnification that the Indemnitee may have under the Company’s certificate of incorporation or bylaws, or otherwise under applicable law.

The form of Indemnification Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.

(b)On March 10, 2011, the Company entered into Executive Severance Agreements (the “Severance Agreements”) with the executive officers listed above in Item 1.01(a).   The Severance Agreements provide severance payments and benefits in the event of the termination of the executive officers’ employment, as described below.  The Severance Agreements supercede and replace the executive officers’ existing Executive Severance Agreements (each a “Prior Agreement”).

If Mr. Buchi’s employment is terminated prior to a change in control on account of involuntary termination by the Company for any reason other than cause, death or disability, Mr. Buchi will be entitled to the following severance payments and benefits, provided he executes a release of claims against the Company:

· A lump sum cash payment equal to two times the executive’s annual base salary and annual bonus;

· A pro rated annual bonus for the year of termination based on the Company’s achievement of performance goals;

· A lump sum cash payment equal to COBRA premiums for continued medical and dental coverage for 24 months following the termination date; and

· Outplacement assistance services.

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If Mr. Buchi’s employment is terminated on account of (i) an involuntary termination by the Company following a change in control for any reason other than cause, death or disability, (ii) his voluntary termination following a change in control on account of a constructive termination, or (iii) a termination by the Company (other than for cause, death or disability) prior to or in connection with an anticipated change in control at the request or direction of the acquiring company involved in the change in control, Mr. Buchi will be entitled to the following severance benefits, provided he executes a release of claims against the Company:

· A lump sum cash payment equal to three times the executive’s annual base salary and annual bonus, plus a pro rated annual bonus equal to the executive’s target annual bonus for the year of termination;

· A lump sum cash payment equal to COBRA premiums for continued medical and dental coverage for 36 months following the termination date;

· All stock options and restricted stock units held by the executive will become fully vested and/or exercisable; and

· Outplacement assistance services.

If the employment of an executive officer other than Mr. Buchi terminates prior to a change in control on account of involuntary termination by the Company for any reason other than cause, death or disability, the executive will be entitled to the same payments and benefits as described above for Mr. Buchi, except that the cash payment will be equal to one and a half times the executive’s annual base salary (instead of two times the annual base salary and annual bonus) and the cash payment equal to COBRA premiums will be for 18 months (instead of 24 months) following the termination date.  The executive officer will also receive a pro rated bonus for the year of termination based on the Company’s achievement of performance goals, as well as outplacement assistance services.

If the employment of an executive officer other than Mr. Buchi is terminated on account of (i) an involuntary termination by the Company following a change in control for any reason other than cause, death or disability, (ii) his or her voluntary termination following a change in control on account of a constructive termination, or (iii) a termination by the Company (other than for cause, death or disability) prior to or in connection with an anticipated change in control at the request or direction of the acquiring company involved in the change in control, the executive will be entitled to the same level of severance payments and benefits as described above for Mr. Buchi.

The Prior Agreements (other than those for Messrs. Aragues and Groenhuysen) provided for a tax gross up payment if the executive receives “parachute payments” that resulted in the imposition of an excise tax under Section 4999 of the Internal Revenue Code.   The tax gross up payment has been eliminated from the Severance Agreements.  The Prior Agreements (other than those for Messrs. Aragues and Groenhuysen) also provided for severance benefits if the executive voluntarily terminated employment for any reason during the thirty day period immediately following the first anniversary of a change in control.  This provision has been eliminated from the Severance Agreements.

Pursuant to the Severance Agreements, the executive officers have agreed to certain non-solicitation and non-competition covenants and confidentiality covenants.

The form of Mr. Aragues’s Severance Agreement is technically an amendment to his Employment Contract (the “Amendment”) dated December 9, 2008, as amended.  Other than the difference in form, the substance of his Severance Agreement is the same as for the other executive officers other than Mr. Buchi.

The Severance Agreement for Mr. Buchi, the form of Severance Agreement for the other executive officers and the Amendment for Mr. Aragues are attached hereto as Exhibits 10.2, 10.3 and 10.4, respectively, and incorporated herein by reference.

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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

(c)On March 10, 2011, the Company’s Board of Directors (the “Board”) appointed Charles Homcy, M.D. as a director.  At this time, the Board has not appointed Dr. Homcy to any committees of the Board but anticipates doing so on May 10, 2011, assuming Dr. Homcy’s election to the Board at the Company’s 2011 Annual Meeting of Stockholders.  Upon his appointment to the Board and pursuant to the terms of the 2004 Equity Compensation Plan, Dr. Homcy received a stock option grant for 15,000 shares of the Company’s common stock at an exercise price of $55.94, the closing price of the Company’s common stock on March 10, 2011.  The stock option grant vests over a four year period, with 25% of the grant becoming exercisable on each anniversary of the grant date.  There is no arrangement or understanding between Dr. Homcy and any other person pursuant to which Dr. Homcy was selected as a director.  Dr. Homcy is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The Company hereby incorporates by reference the press release dated March 14, 2011, attached hereto as Exhibit 99.1, and made a part of this Item 5.02(c).

(e)           The disclosures set forth in Item 1.01 are incorporated herein by reference.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a)On March 10, 2011, the Company’s Board approved an amendment and restatement of the Company’s Bylaws (the “Amended and Restated Bylaws”) that revised Section 3.02 of the Bylaws to expand the maximum size of the Board to nine directors.  Previously, the Company’s Bylaws provided a maximum Board size of eight directors.

The Amended and Restated Bylaws are attached hereto as Exhibit 3.1 and incorporated herein by reference.

Item 8.01Other Information.

On March 11, 2011, the Company issued a press release announcing a decision by the U.S. District Court for the District of Delaware regarding the Compay’s patent litigation with Watson Pharmaceuticals, Inc. relating to FENTORA® (fentanyl buccal tablet).

The Company hereby incorporates by reference the press release dated March 11, 2011, attached hereto as Exhibit 99.2, and made a part of this Item 8.01.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description of Document
3.1	Fourth Amended and Restated Bylaws
10.1	Form of Indemnification Agreement dated March 10, 2011 by and between Cephalon, Inc. and the directors and executive officers listed therein of Cephalon, Inc.
10.2	Executive Severance Agreement dated March 10, 2011 by and between Cephalon, Inc. and J. Kevin Buchi
10.3	Form of Executive Severance Agreement dated March 10, 2011 by and between Cephalon, Inc. and the executive officers listed therein
10.4	Amendment to Employment Contract dated March 10, 2011 by and between Cephalon, Inc. and Alain Aragues
99.1	Press Release dated March 14, 2011

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  99.2 Press Release dated March 11, 2011

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SIGNATURES

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: March 16, 2011	By:	/s/ Gerald J. Pappert
		Gerald J. Pappert
		Executive Vice President, General Counsel & Secretary

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EXHIBIT INDEX

Exhibit No.	Description of Document
3.1	Fourth Amended and Restated Bylaws
10.1	Form of Indemnification Agreement dated March 10, 2011 by and between Cephalon, Inc. and the directors and executive officers listed therein of Cephalon, Inc.
10.2	Executive Severance Agreement dated March 10, 2011 by and between Cephalon, Inc. and J. Kevin Buchi
10.3	Form of Executive Severance Agreement dated March 10, 2011 by and between Cephalon, Inc. and the executive officers listed therein
10.4	Amendment to Employment Contract dated March 10, 2011 by and between Cephalon, Inc. and Alain Aragues
99.1	Press Release dated March 14, 2011
99.2	Press Release dated March 11, 2011

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EX-3.1

Exhibit 3.1

Fourth Amended and Restated

B Y L A W S

OF

CEPHALON, INC.

(a Delaware Corporation)

ARTICLE I

OFFICE AND FISCAL YEAR

Section 1.01Registered Office.  — The registered office of the corporation shall be in the City of Wilmington, County of New Castle, State of Delaware until otherwise established by resolution of the board of directors, and a certificate certifying the change is filed in the manner provided by statute.

Section 1.02Other Offices — The corporation may also have offices at such other places within or without the State of Delaware as the board of directors may from time to time determine or the business of the corporation requires.

Section 1.03Fiscal Year.  — The fiscal year of the corporation shall end on the 31st of December in each year.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.01Place of Meeting. — All meetings of the stockholders of the corporation shall be held at the registered office of the corporation, or at such other place within or without the State of Delaware as shall be designated by the board of directors in the notice of such meeting.

Section 2.02Annual Meeting. — If required by applicable law, the board of directors shall fix the date and time of the annual meeting of the stockholders of the corporation and at said meeting the stockholders then entitled to vote shall elect directors and shall transact such other business as may properly be brought before the meeting.

Section 2.03Special Meetings. — Subject to the provisions of the certificate of incorporation and the provisions of these bylaws, special meetings of the stockholders of the corporation may be called at any time only by the chairman of the board, a majority of the board of directors or the president.  At any time, upon the written request of any person or persons who have duly called a special meeting in accordance herewith, which written request shall state the purpose or purposes of the meeting, it shall be the duty of the secretary to fix the date of the meeting which shall be held at such date and time as the secretary may fix, not less than ten nor more than 60 days after the receipt of the request, and to give due notice thereof.  If the secretary shall neglect or refuse to fix the time and date of such meeting and give notice thereof, the person or persons calling the meeting may do so.

Section 2.04Notice of Meetings. — Notice of the place, date and hour of every meeting of the stockholders, whether annual or special, shall be given to each stockholder of record entitled to vote at the meeting not less than ten nor more than 60 days before the date of the meeting unless otherwise required by law, the certificate of incorporation or these bylaws.  Every notice of a special meeting shall state the purpose or purposes thereof.  If the notice is sent by mail, it shall be deemed to have been given when deposited in the United States mail, postage prepaid, directed to the stockholder at the address of the stockholder as it appears on the records

of the corporation.

Section 2.05Quorum, Manner of Acting and Adjournment.

(a)Quorum. — The holders of a majority of the voting power of the outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders except as otherwise provided by the General Corporation Law of the State of Delaware (“DGCL”), by the certificate of incorporation or by these bylaws.  Any meeting of stockholders, annual or special, may be adjourned from time to time by the Chairman of the meeting, without notice other than announcement at the meeting, until a quorum is present or represented.  At any such adjourned meeting at which a quorum is present or represented, the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

(b)Manner of Acting. — In all matters other than the election of directors, the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock of the corporation present in person or represented by proxy at the meeting and entitled to vote thereon shall be the act of the stockholders, unless the question is one upon which, by express provision of the applicable statute, the rules or regulations of any stock exchange applicable to the corporation, applicable law, pursuant to any regulation applicable to the corporation or its securities, the certificate of incorporation or these bylaws, a different vote is required in which case such express provision shall govern and control the decision of the question.  The stockholders present in person or by proxy at a duly organized meeting can continue to do business until adjournment, notwithstanding withdrawal of enough stockholders to leave less than a quorum. A nominee for director shall be elected if the votes cast “for” such nominee’s election exceed the votes cast “against” such nominee’s election (with “abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” that director’s election); provided, however, that directors shall be elected by a plurality of the votes cast at any meeting of stockholders for which (i) the secretary of the corporation receives a notice that a stockholder has nominated a person for election to the board of directors in compliance with the advance notice requirements for stockholder nominees for director set forth in Section 2.10 and (ii) such nomination has not been withdrawn by such stockholder on or before the fourteenth (14th) day before the corporation first mails its notice of meeting for such meeting to the stockholders. If directors are to be elected by a plurality of the votes cast, stockholders shall not be permitted to vote against a nominee.  If a nominee for director, who is an incumbent director, is not elected, the director shall promptly offer to tender his or her resignation to the board of directors. The corporate governance and nominating committee, or such other committee designated by the board of directors, shall make a recommendation to the board of directors as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The board of directors shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose (by a press release, a filing with the Securities and Exchange Commission or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within ninety (90) days following certification of the election results. The director who

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tenders his or her resignation shall not participate in the recommendation of the committee or the decision of the board of directors with respect to his or her resignation. If such incumbent director’s resignation is not accepted by the board of directors, such director shall continue to serve until the next annual meeting and until his or her successor is duly elected or his or her earlier resignation or removal. If the board of directors accepts a director’s resignation pursuant to this Section 2.05(b), or if a nominee for director is not elected and the nominee is not an incumbent director, the board of directors may fill the resulting vacancy pursuant to the provisions of Section 3.03 or may decrease the size of the board of directors pursuant to the provisions of Section 3.02.

Section 2.06Organization. — At every meeting of the stockholders, the chairman of the board, if there be one, or in the case of a vacancy in the office or absence of the chairman of the board, one of the following persons present in the order stated: the presiding director of the board, if there be one, the vice chairman, if one has been appointed, the president, the vice presidents in their order of rank or seniority, a chairman designated by the board of directors or a chairman chosen by the stockholders entitled to cast a majority of the votes which all stockholders present in person or by proxy are entitled to cast, shall act as chairman, and the secretary, or, in the absence of the secretary, an assistant secretary, or in the absence of the secretary and the assistant secretaries, a person appointed by the chairman, shall act as secretary.

Section 2.07Voting.

(a)General Rule. — Unless otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote, in person or by proxy, for each share of capital stock having voting power held by such stockholder.

(b)Voting and Other Action by Proxy. —

(1)A stockholder may execute a writing authorizing another person or persons to act for the stockholder as proxy.  Such execution may be accomplished by the stockholder or the authorized officer, director, employee or agent of the stockholder signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to, by facsimile signature.  A stockholder may authorize another person or persons to act for the stockholder as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission if such telegram, cablegram or other means of electronic transmission sets forth or is submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder.

(2)No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

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(3)A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power.  A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

Section 2.08Consents to Corporate Action.

(a)Record Date.  The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting shall be as fixed by the board of directors or as otherwise established under this Section 2.08.  Any person seeking to have the stockholders of the corporation authorize or take corporate action by written consent without a meeting shall, by written notice addressed to the secretary and delivered to the corporation, request that a record date be fixed for such purpose.  The board of directors may fix a record date for such purpose which shall be no more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the board of directors and shall not precede the date such resolution is adopted.  If the board of directors fails within ten (10) days after the corporation receives such notice to fix a record date for such purpose, the record date shall be the day on which the first written consent is delivered to the corporation in the manner described in Section 2.08(b) below unless prior action by the board of directors is required under the DGCL, in which event the record date shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

(b)Procedures.

(1)Every written consent purporting to take or authorizing the taking of corporate action and/or related revocations (each such written consent and related revocation is referred to in this Section 2.08 as a “Consent”) shall bear the date of signature of each stockholder who signs the Consent, and no Consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated Consent delivered in the manner required by this Section 2.08(b), Consents signed by a sufficient number of stockholders to take such action are so delivered to the corporation.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous Consent shall be given to those stockholders who have not consented in writing.

(2)A Consent shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders of the corporation are recorded. Delivery to the corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested.

(3)Consents shall be valid for a maximum of sixty (60) days after the date of the earliest dated consent delivered to the corporation in the manner provided in Section 228(c) of the DGCL.  Prior to the delivery of

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consents signed by a sufficient number of holders to take corporate action, consents may be revoked by written notice (a) to the corporation, (b) to the stockholder or stockholders soliciting consents or soliciting revocations in opposition to action by consent (the “Soliciting Stockholders”), or (c) to a proxy solicitor or other agent designated by the corporation or the Soliciting Stockholders, as applicable.

(4)Within ten (10) business days after receipt of the earliest dated Consent delivered to the corporation in the manner provided in Section 228(c) of the DGCL or the determination by the board of directors of the corporation that the corporation should seek corporate action by written consent, as the case may be, the secretary of the corporation shall engage nationally recognized independent inspectors of election for the purpose of performing a ministerial review of the validity of the Consents and revocations.  The cost of retaining inspectors of election shall be borne by the corporation.  For the purpose of permitting the inspectors to perform such review, no action by written consent without a meeting shall be effective until such date as the independent inspectors certify to the corporation that the consents delivered to the corporation in accordance with this Section 2.08 represent at least the minimum number of votes that would be necessary to take the corporate action.  Nothing contained in this Section 2.08(b)(iv) shall in any way be construed to suggest or imply that the board of directors or any stockholder shall not be entitled to contest the validity of any Consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(5)Following appointment of the inspectors, Consents and revocations shall be delivered to the inspectors upon receipt by the corporation, the Soliciting Stockholder or their proxy solicitors or other designated agents.  As soon as practicable following the earlier of (a) the receipt by the inspectors, a copy of which shall be delivered to the corporation, of any written demand by the Soliciting Stockholders of the corporation, or (b) sixty (60) days after the date of the earliest dated Consent delivered to the corporation in the manner provided in Section 228(c) of the DGCL, the inspectors shall issue a preliminary report to the corporation and the Soliciting Stockholders stating the number of valid and unrevoked Consents received and whether, based on the preliminary count, the requisite number of valid and unrevoked Consents has been obtained to authorize or take the action specified in the Consents.

(6)Unless the corporation and the Soliciting Stockholders shall agree to a shorter or longer period, the corporation and the Soliciting Stockholders shall have forty-eight (48) hours to review the Consents and revocations and to advise the inspectors and the opposing party in writing as to whether they intend to challenge the preliminary report of the inspectors.  If no written notice of an intention to challenge the preliminary report is received within forty-eight (48) hours after the inspectors’ issuance of the preliminary

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report, the inspectors shall issue to the corporation and the Soliciting Stockholders their final report containing the information from the inspectors’ determination with respect to whether the requisite number of valid and unrevoked Consents was obtained to authorize and take the action specified in the Consents.  If the corporation or the Soliciting Stockholders issue written notice of an intention to challenge the inspectors’ preliminary report within forty-eight (48) hours after the issuance of that report, a challenge session shall be scheduled by the inspectors as promptly as practicable.  Following completion of the challenge session, the inspectors shall as promptly as practicable issue their final report to the Soliciting Stockholders and the corporation, which report shall contain the information included in the preliminary report, plus any change in the vote total as a result of the challenge and a certification of whether the requisite number of valid and unrevoked Consents was obtained to authorize or take the action specified in the Consents.

Section 2.09Voting Lists. — The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting.  The list shall be arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, as required by applicable law.

Section 2.10Notice of Stockholder Business and Nominations.

(a)Annual Meeting of Stockholders.

(1)Nominations of persons for election to the board of directors of the corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the board of directors or the chairman of the board or (c) by any stockholder of the corporation who was a stockholder of the corporation of record at the time the notice provided for in this Section 2.10 is delivered to the secretary of the corporation, who is entitled to vote at the meeting and complies with the notice procedures set forth in this Section 2.10.

(2)For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (a)(1) of this Section 2.10, the stockholder must have given timely notice thereof in writing to the secretary of the corporation and such other business must otherwise be a proper matter for stockholder action.  To be timely, a stockholder’s notice shall be delivered to the secretary of the corporation at the principal executive offices of the corporation not later than the close of business on the ninetieth day nor earlier than the close of business on the one hundred and twentieth day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary

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date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the one hundred and twentieth day prior to such annual meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made by the corporation.  In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above.  Such stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (and such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such person with respect to stock of the corporation and whether any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made by or on behalf of such person, the effect or intent of any of the foregoing being to mitigate loss to, or to manage risk of stock price changes for, such person or to increase or decrease the voting power or pecuniary or economic interest of such person with respect to stock of the corporation; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the by-laws of the corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting, a description of all agreements, arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder, and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (ii) (A) the class and number of shares of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (B) the name of each nominee holder of shares owned beneficially but not of record by such stockholder and the number of shares of stock held by each such nominee holder, and (C) whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such stockholder with respect to stock of the corporation and whether any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made by or on behalf of such stockholder, the effect or intent

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of any of the foregoing being to mitigate loss to, or to manage risk of stock price changes for, such stockholder or to increase or decrease the voting power or pecuniary or economic interest of such stockholder with respect to stock of the corporation, (iii) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, and (iv) a representation whether the proponent or the beneficial owner, if any, intends or is part of a group which intends to solicit proxies from other stockholders in support of such proposal or nomination.  The foregoing notice requirements shall be deemed satisfied by a stockholder if the stockholder has notified the corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the corporation to solicit proxies for such annual meeting.  The corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the corporation.

(3)Notwithstanding anything in the second sentence of paragraph (a)(2) of this Section 2.10 to the contrary, in the event that the number of directors to be elected to the board of directors of the corporation is increased and there is no public announcement by the corporation naming all of the nominees for director or specifying the size of the increased board of directors at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this by-law shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary of the corporation at the principal executive offices of the corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the corporation.

(b)Special Meetings of Stockholders.  Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting.  Nominations of persons for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (a) by or at the direction of the board of directors or (b) provided that the board of directors has determined that directors shall be elected at such meeting, by any stockholder of the corporation who is a stockholder of record at the time the notice provided for in this Section 2.10 is delivered to the secretary of the corporation, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this by-law.  In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the board of directors, any such stockholder may nominate a person or persons (as the case may be) for election to such position(s) as specified in the corporation’s notice of meeting, if the stockholder’s notice required by paragraph (a)(2) of this Section 2.10 shall be delivered to the secretary at the principal executive offices of the corporation not earlier than the close of business on the one hundred twentieth day prior to such

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special meeting and not later than he close of business on the later of the ninetieth day prior to such special meeting, or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting.  In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

(c)General.

(1)Only such persons who are nominated in accordance with the procedures set forth in this Section 2.10 shall be eligible to be elected at an annual or special meeting of stockholders of the corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 2.10.  Except as otherwise provided by law, the certificate of incorporation or these bylaws, the chairman of the meeting shall have the power and duty to (i) determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 2.10 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (a)(2)(c)(iv) of this Section 2.10)and (ii) if any proposed nomination or business is not in compliance with this Section 2.10, to declare that such defective nomination shall be disregarded or that such proposed business shall not be transacted.  Notwithstanding the foregoing provisions of this Section 2.10, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation.

(2)For purposes of this Section 2.10, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3)Notwithstanding the foregoing provisions of this Section 2.10, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.10; provided, however, that any references in these bylaws to the Exchange Act or the rules and regulations thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 2.10 and compliance with this Section 2.10 shall be the exclusive means for a

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stockholder to make nominations or submit proposals for any other business to be considered at an annual or special meeting of stockholders (other than, as provided in the penultimate sentence of (a)(2), matters brought properly under and in compliance with Rule 14a-8 of the Exchange Act).  Nothing in this Section 2.10 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the certificate of incorporation.

Section 2.11Inspectors of Election.

(a)Appointment. — All elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation; the vote upon any other matter need not be by ballot.  In advance of any meeting of stockholders the board of directors may appoint one or more inspectors, who need not be stockholders, to act at the meeting and to make a written report thereof.  The board of directors may designate one or more persons as alternate inspectors to replace any inspector who fails to act.  If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting.  Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the person’s best ability.

(b)Duties. — The inspectors shall ascertain the number of shares outstanding and the voting power of each, shall determine the shares represented at the meeting and the validity of proxies and ballots, shall count all votes and ballots, shall determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and shall certify their determination of the number of shares represented at the meeting and their count of all votes and ballots.  The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.

(c)Polls. — The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting.  No ballot, proxies or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the Court of Chancery upon application by a stockholder shall determine otherwise.

(d)Reconciliation of Proxies and Ballots. — In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information transmitted in accordance with Section 2.07, ballots and the regular books and records of the corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record.  If the inspectors consider other reliable information for the limited purpose permitted in this subsection, the inspectors at the time they make their certification pursuant to subsection (b) shall specify the precise information considered by them

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including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained and the basis for the inspectors’ belief that such information is accurate and reliable.

ARTICLE III

BOARD OF DIRECTORS

Section 3.01Powers. — All powers vested by law in the corporation shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors.

Section 3.02Number of Term of Office. — The board of directors shall consist of such number of directors (other than directors elected by holders of shares of preferred stock of the corporation), not less than three nor more than nine, as may be determined from time to time by resolution of the board of directors.  Each director shall hold office until the annual meeting of the stockholders held next after his or her election and until a successor shall have been elected and qualified or until his or her earlier death, resignation or removal.

Section 3.03Vacancies. — Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having a right to vote as a single class may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until their successors are elected and qualified or until their earlier death, resignation or removal.  If there are no directors in office, then an election of directors may be held in the manner provided by statute.  Subject to the provisions of the certificate of incorporation, whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class of classes or series thereof then in office, or by a sole remaining director so elected.  If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.04Resignations. — Any director may resign at any time by giving written notice to the corporation.  The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation and, unless otherwise specified therein, the acceptance of the resignation shall not be necessary to make it effective.

Section 3.05Organization. — At every meeting of the board of directors, the chairman of the board, if there be one, or, in the case of a vacancy in the office or absence of the chairman of the board, one of the following officers present in the order stated:  the presiding director of the board, if there be one, the vice chairman of the board, if there be one, the

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president, the vice presidents in their order of rank and seniority, or a chairman chosen by a majority of the directors present, shall preside, and the secretary, or, in the absence of the secretary, an assistant secretary, or in the absence of the secretary and the assistant secretaries, any person appointed by the chairman of the meeting, shall act as secretary.

Section 3.06Place of Meeting. — Meetings of the board of directors may be held at such place within or without the State of Delaware as the board of directors may from time to time determine, or as may be designated in the notice of the meeting.

Section 3.07Regular Meetings. — Regular meetings of the board of directors shall be held without notice at such time and place as shall be designated from time to time by resolution of the board of directors.

Section 3.08Special Meetings. — Special meetings of the board of directors shall be held whenever called by the president or by two or more of the directors.  Notice of every special meeting of the board of directors shall given to each director by telephone or facsimile or other electronic transmission or in writing at least 24 hours (in the case of notice by telephone or facsimile transmission or other electronic transmission) or 48 hours (in the case of notice by courier service or express mail) or five days (in the case of notice by first class mail) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting.  Neither the business to be transacted at, nor the purpose of, any meeting of the board need be specified in a notice of the meeting.

Section 3.09Quorum, Manner of Acting and Adjournment.

(a)General Rule. — At all meetings of the board one-third of the total number of directors shall constitute a quorum for the transaction of business.  The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by the DGCL or by the certificate of incorporation or these by-laws. If a quorum is not present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

(b)Unanimous Consent. — Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or any committee thereof, may be taken without a meeting, if all members of the board or such committee, as the case may be, consent thereto in writing in accordance with applicable law.

Section 3.10Executive and Other Committees.

(a)Establishment. — The corporation shall be governed by Section 141(c)(2) of the DGCL.  The board of directors may by resolution establish an Executive Committee and one or more other committees, each committee to consist of one or more directors.  The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee and the alternate or alternates, if

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any, designated for such member, the member or members of the committee present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member.

(b)Powers. — The Executive Committee, if established, and any such other established committee, to the fullest extent permitted by law and to the extent provided in the resolutions of the Board of Directors, shall have and may exercise all the power and authority of the board of directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it.  Each committee so formed shall keep regular minutes of its meetings and report the same to the board of directors when required.

(c)Committee Procedures. — The term “board of directors” or “board,” when used in any provision of these bylaws relating to the organization or procedures of or the manner of taking action by the board of directors, shall be construed to include and refer to the Executive Committee or other committee of the board.

Section 3.11Compensation of Directors. — Unless otherwise restricted by the certificate of incorporation, the board of directors shall have the authority to fix the compensation of directors.

ARTICLE IV

NOTICE - WAIVERS - MEETINGS

Section 4.01Notice, What Constitutes. — Whenever, under the provisions of the DGCL or the certificate of incorporation or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail (with messenger service specified), or courier service, charges prepaid, or by facsimile transmission or other means of electronic transmission to the address or fax number of the person appearing on the books of the corporation, or in the case of directors, supplied to the corporation for the purpose of notice.  If the notice is sent by mail or courier service, it shall be deemed to be given when deposited in the United States mail or with a courier service for delivery to that person or, in the case of facsimile transmission, when received.  If notice is given by electronic transmission, it shall be deemed given as provided by applicable law.

Section 4.02Waivers of Notice.

(a)Written Waiver. — Whenever notice is required to be given under any provisions of the DGCL or the certificate of incorporation or these bylaws, a written waiver, given by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in any waiver of notice of such meeting.

(b)Waiver by Attendance. — Attendance of a person at a meeting, either in person or by proxy, shall constitute a waiver of notice of such meeting, except where a person

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attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting was not lawfully called or convened.

Section 4.03Exception to Requirements of Notice.

(a)General Rule. — Whenever notice is required to be given, under any provision of the DGCL or of the certificate of incorporation or these bylaws, to any person with whom communication is unlawful, the giving of such notice of such person shall not be required and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person.  Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.

(b)Stockholders Without Forwarding Addresses. — Whenever notice is required to be given, under any provision of the DGCL or the certificate of incorporation or these bylaws, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a 12-month period, have been mailed addressed to such person at his or her address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required.  Any action or meeting which shall be taken or held without notice of such person shall have the same force and effect as if such notice had been duly given.  If any such person shall deliver to the corporation a written notice setting forth the person’s then current address, the requirement that notice be given to such person shall be reinstated.

Section 4.04Conference Telephone Meetings. — One or more directors may participate in a meeting of the board, or of a committee of the board, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

ARTICLE V

OFFICERS

Section 5.01Number, Qualifications and Designation. — The officers of the corporation shall be chosen by the board of directors and shall be a president, one or more vice presidents, a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of Section 5.03 of this Article.  Any number of offices may be held by the same person. Officers may, but need not, be directors or stockholders of the corporation. The board of directors may elect from among the members of the board a chairman of the board and a vice chairman of the board who shall be officers of the corporation.  The president shall be the chief executive officer of the corporation unless the chairman of the board is so designated by the board of directors.

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Section 5.02Election and Term of Office. — The officers of the corporation, except those elected by delegated authority pursuant to Section 5.03 of this Article, shall be elected annually by the board of directors, and each such officer shall hold his office until a successor is elected and qualified, or until his or her earlier resignation or removal.  Any officer may resign at any time upon notice to the corporation.

Section 5.03Subordinate Officers, Committee and Agents. — The board of directors may from time to time elect such other officers and appoint such committees, employees or other agents as it deems necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as are provided in these bylaws, or as the board of directors may from time to time determine.  The board of directors may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents.

Section 5.04The Chairman and Vice Chairman of the Board. — The chairman of the board, if there be one, or in the absence of the chairman, the presiding director, if there be one, or, in the absence of either, the vice chairman of the board, if there be one, shall preside at all meetings of the stockholders and of the board of directors, and shall perform such other duties as may from time to time be assigned to them by the board of directors.

Section 5.05The President. — The president shall have general supervision over the business and operations of the corporation, subject, however, to the control of the board of directors.  The president shall, in general, perform all duties incident to the office of president, and such other duties as from time to time may be assigned by the board of directors and, if the chairman of the board is the chief executive officer, the chairman of the board.

Section 5.06The Vice Presidents. — The vice presidents shall perform the duties of the president in the absence of the president and such other duties as may from time to time be assigned to them by the board of directors or by the president.

Section 5.07The Secretary. — The secretary, or an assistant secretary, shall attend all meetings of the stockholders and of the board of directors and shall record the proceedings of the stockholders and of the directors and of committees of the board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall be the custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned by the board of directors or the president.

Section 5.08The Treasurer. — The treasurer, or an assistant treasurer, shall have or provide for the custody of the funds or other property of the corporation and shall keep a separate book account of the same to his credit as treasurer; shall collect and receive or provide for the collection and receipt of moneys earned by or in any manner due to or received by the corporation; shall deposit all funds in his or her custody as treasurer in such banks or other places

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of deposit as the board of directors may from time to time designate; whenever so required by the board of directors, shall render an account showing his or her transactions as treasurer and the financial condition of the corporation; and, in general, shall discharge such other duties as may from time to time be assigned by the board of directors or the president.

Section 5.09Officers’ Bonds. — No officer of the corporation need provide a bond to guarantee the faithful discharge of the officer’s duties unless the board of directors shall by resolution so require a bond in which event such officer shall give the corporation a bond (which shall be renewed if and as required) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of office.

Section 5.10Salaries. — The salaries of the officers and agents of the corporation elected by the board of directors shall be fixed from time to time by the board of directors.

ARTICLE VI

CERTIFICATES OF STOCK, TRANSFER, ETC.

Section 6.01Form and Issuance.

(a)Issuance. — The shares of the corporation shall be represented by certificates unless the board of directors shall by resolution provide that some or all of any class or series of stock shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the corporation.  Notwithstanding the adoption of any resolution providing for uncertificated shares, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or vice president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary, representing the number of shares registered in certificate form.

(b)Form and Records. — Stock certificates of the corporation shall be in such form as approved by the board of directors.  The stock record books and the blank stock certificate books shall be kept by the secretary or by any agency designated by the board of directors for that purpose.  The stock certificates of the corporation shall be numbered and registered in the stock ledger and transfer books of the corporation as they are issued.

(c)Signatures. — Any of or all the signatures upon the stock certificates of the corporation may be a facsimile.  In case any officer, transfer agent or registrar who has signed, or whose facsimile signature has been placed upon, any share certificate shall have ceased to be such officer, transfer agent or registrar, before the certificate is issued, it may be issued with the same effect as if the signatory were such officer, transfer agent or registrar at the date of its issue.

Section 6.02Transfer. — Transfers of shares shall be made on the share registrar or transfer books of the corporation upon surrender of the certificate therefor, endorsed by the person named in the certificate or by an attorney lawfully constituted in writing.  No transfer

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shall be made which would be inconsistent with the provisions of Article 8, Title 6 of the Delaware Uniform Commercial Code-Investment Securities.

Section 6.03Lost, Stolen, Destroyed or Mutilated Certificates. — The board of directors may direct a new certificate of stock or uncertificated shares to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or the legal representative of the owner, to give the corporation a bond sufficient to indemnify against any claim that may be made against the corporation on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate or uncertificated shares.

Section 6.04Record Holder of Shares. — The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

Section 6.05Determination of Stockholders of Record.

(a)Meetings of Stockholders. — In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than 60 nor less than ten days before the date of such meeting.  If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders or record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting.

(b)Dividends. — In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights of the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

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Section 6.06Transfer of Rights by Acquiring Person.  Rights issued pursuant to the Amended and Restated Rights Agreement, dated as of January 1, 1999, between the Company and StockTrans (the “Rights Agreement”) may be transferred by an Acquiring Person or an Associate or Affiliate of an Acquiring Person (as such terms are defined in the Rights Agreement) only in accordance with the terms of, and subject to the restrictions contained in, the Rights Agreement.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS, OFFICERS AND
OTHER AUTHORIZED REPRESENTATIVES

Section 7.01Indemnification of Authorized Representatives in Third Party Proceedings. — The corporation shall indemnify any person who was or is an authorized representative of the corporation, and who was or is a party, or is threatened to be made a party to any third party proceeding, by reason of the fact that such person was or is an authorized representative of the corporation, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such third party proceeding if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal third party proceeding, had no reasonable cause to believe such conduct was unlawful.  The termination of any third party proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that the authorized representative did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to, the best interests of the corporation, and, with respect to any criminal third party proceeding, had reasonable cause to believe that such conduct was unlawful. Notwithstanding anything to the contrary herein, and except as otherwise provided in Section 7.06, the corporation shall not be required to indemnify any person in connection with a proceeding (or part thereof) commenced by such person unless the commencement of such proceeding (or part thereof) was authorized by the board of directors.

Section 7.02Indemnification of Authorized Representatives in Corporate Proceedings. — The corporation shall indemnify any person who was or is an authorized representative of the corporation and who was or is a party or is threatened to be made a party to any corporate proceeding, by reason of the fact that such person was or is an authorized representative of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such corporate proceeding if such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such corporate proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such authorized representative is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

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Section 7.03Mandatory Indemnification of Authorized Representatives. — To the extent that an authorized representative or other employee or agent of the corporation has been successful on the merits or otherwise in defense of any third party or corporate proceeding or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith.

Section 7.04Determination of Entitlement to Indemnification. — Any indemnification under Section 7.01, 7.02 or 7.03 of this Article (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the authorized representative or other employee or agent is proper in the circumstances because such person has either met the applicable standard of conduct set forth in Section 7.01 or 7.02 or has been successful on the merits or otherwise as set forth in Section 7.03 and that the amount requested has been actually and reasonably incurred.  Such determination shall be made:

(1)by the board of directors by a majority vote of the directors who were not parties to such third party or corporate proceeding, even though less than a quorum; or

(2)by a committee of such directors designated by majority vote of such directors, even though less than a quorum; or

(3)if there are no such directors, or if such directors so directs, by independent legal counsel in a written opinion; or

(4)by the stockholders.

Section 7.05Advancing Expenses. — Expenses actually and reasonably incurred in defending a third party or corporate proceeding shall be paid on behalf of a person who was or is an authorized representative by the corporation in advance of the final disposition of such third party or corporate proceeding upon receipt of an undertaking (if required by law) by or on behalf of the authorized representative to repay such amount if it shall ultimately be determined that the authorized representative is not entitled to be indemnified by the corporation as authorized in this Article.  The financial ability of any person who was or is an authorized representative to make a repayment contemplated by this Section shall not be a prerequisite to the making of an advance.  Expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 7.06Claims. — If a claim for indemnification or advancement of expenses under this Article VII is not paid in full within thirty days after a written claim therefor by a person covered by Article VII hereof has been received by the corporation, such person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expenses of prosecuting such claim.  In any such action, the corporation shall have the burden of proving that such person is not entitled to the requested indemnification or advancement of expenses under applicable law.

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Section 7.07Definitions. — For purposes of this Article:

(1)“authorized representative” shall mean any and all directors and officers of the corporation and any person designated as an authorized representative by the board of directors of the corporation (which may, but need not, include any person serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise);

(2)“corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation of merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued;

(3)“corporate proceeding” shall mean any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor or investigative proceeding by the corporation;

(4)“criminal third party proceeding” shall include any action or investigation which could or does lead to a criminal third party proceeding;

(5)“expenses” shall include attorneys’ fees and disbursements;

(6)“fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan;

(7)“not opposed to the best interests of the corporation” shall include actions taken in good faith and in a manner the authorized representative reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan;

(8)“other enterprises” shall include employee benefit plans;

(9)“party” shall include the giving of testimony or similar involvement;

(10)“serving at the request of the corporation” shall include any service as a director, officer or employee of the corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants, or beneficiaries; and

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(11)“third party proceeding” shall mean any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, other than an action by or in the right of the corporation.

Section 7.08Insurance. — The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or person and incurred by the person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article.

Section 7.09Scope of Article. — The indemnification of authorized representatives and advancement of expenses, as authorized by the preceding provisions of this Article, shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office.  The indemnification and advancement of expenses provided by or granted pursuant to this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be an authorized representative and shall inure to the benefit of the heirs, executors and administrators of such a person.  Any repeal or modification of, or adoption of any provision inconsistent with, this Article shall not adversely affect any rights to indemnification and to the advancement of expenses of any person who was or is an authorized representative granted pursuant to this Article existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

Section 7.10Reliance on Provisions. — Each person who shall act as an authorized representative of the corporation shall be deemed to be doing so in reliance upon rights of indemnification provided by this Article.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01Dividends. — Subject to the restrictions contained in the DGCL and any restrictions contained in the certificate of incorporation, the board of directors may declare and pay dividends upon the shares of capital stock of the corporation.

Section 8.02Contracts. — Except as otherwise provided in these bylaws, the board of directors may authorize any officer or officers including the chairman and vice chairman of the board of directors, or any agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the corporation and such authority may be general or confined to specific instances.

Section 8.03Checks. — All checks, notes, bills of exchange or other orders in writing shall be signed by such person or persons as the board of directors may from time to time

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designate.

Section 8.04Corporate Seal. — The corporation may have a corporate seal, which shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 8.05Deposits. — All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the board of directors shall from time to time determine.

Section 8.06Corporate Records.

(a)Examination by Stockholders. — Every stockholder of record shall, upon written demand under oath stating the purpose thereof, have a right to examine, in person or by agent or attorney, during the usual hours for business, for any proper purpose, the stock ledger, list of stockholders, books or records of account, and records of the proceedings of the stockholders and directors of the corporation, and to make copies or extracts therefrom.  A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder.  In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder.  The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business.  Where the stockholder seeks to inspect the books and records of the corporation, other than its stock ledger or list of stockholders, the stockholder shall first establish (1) that the stockholder has complied with the provisions of this section respecting the form and manner of making demand for inspection of such documents; and (2) that the inspection sought is for a proper purpose.  Where the stockholder seeks to inspect the stock ledger or list of stockholders of the corporation and has complied with the provisions of this section respecting the form and manner of making demand for inspection of such documents, the burden of proof shall be upon the corporation to establish that the inspection sought is for an improper purpose.

(b)Examination by Directors. — Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders and its other books and records for a purpose reasonably related to the person’s position as a director.

Section 8.07Amendment of Bylaws.  These bylaws may be altered, amended or repealed or new bylaws may be adopted either (1) by vote of the stockholders at a duly organized annual or special meeting of stockholders by the affirmative vote of the holders of a majority of voting power of the outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors, or (2) by vote of a majority of the board of directors at any regular or special meeting of directors if such power is conferred upon the board of directors by the certificate of incorporation.

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These Fourth Amended and Restated Bylaws reflect all amendments as adopted by the Board of Directors of the corporation on or before March 10, 2011.

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EX-10.1

Exhibit 10.1

The following directors and executive officers of Cephalon, Inc. executed the Indemnification Agreement set forth below:

Executive Officers	Directors
J. Kevin Buchi, Chief Executive Officer	William P. Egan
Alain Aragues, EVP and President of Cephalon Europe	Martyn D. Greenacre
Valli F. Baldassano, EVP and Chief Compliance Officer	Charles J. Homcy
Wilco Groenhuysen, EVP and Chief Financial Officer	Vaughn M. Kailian
Gerald J. Pappert, EVP and General Counsel	Kevin E. Moley
Lesley Russell, EVP and Chief Medical Officer	Charles A. Sanders
Carl A. Savini, EVP and Chief Administrative Officer	Gail R. Wilensky
Jeffry L. Vaught, EVP and Chief Scientific Officer	Dennis L. Winger

FORM OF INDEMNIFICATION AGREEMENT

This Indemnification Agreement, dated as of March 10, 2011 (this “Agreement”), is made by and between Cephalon, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”).

RECITALS

WHEREAS, the Delaware General Corporation Law (the “DGCL”) and the Company’s bylaws expressly provide that the indemnification provisions provided for in the DGCL and such bylaws, respectively, are not exclusive and thereby contemplate that contracts may be entered into between the Company and members of the Company’s Board of Directors (the “Board”), officers and other persons with respect to indemnification;

WHEREAS, the Company recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such directors and officers;

WHEREAS, the Company desires and has requested that the Indemnitee serve or continue to serve as a director and/or officer of the Company, as the case may be, free from undue concern for unwarranted claims for damages arising out of or related to such services to the Company;

WHEREAS, the Indemnitee is willing to serve, continue to serve or to provide additional service for or on behalf of the Company on the condition that the Indemnitee is furnished the indemnity provided for herein;

WHEREAS, the Board has determined that, in order to attract and retain qualified individuals to serve as directors and/or officers, it is reasonable, prudent and necessary to promote the best interests of the Company and its stockholders for the Company to contractually obligate itself to indemnify, and to advance certain expenses, fees and other amounts to the Indemnitee as set forth herein;

WHEREAS, this Agreement is a supplement to and in furtherance of any indemnification provided for in the Company’s certificate of incorporation and bylaws, and any resolutions, amendments or restatements adopted pursuant thereto, and shall not be deemed a substitute therefor, nor limit, diminish or abrogate any rights of the Indemnitee thereunder.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.DEFINITIONS.  For purposes of this Agreement the following terms shall have the following meanings:

(a)References to “affiliate” mean any entity which, directly or indirectly, is in the control of, is controlled by, or is under common control with, another entity.

(b)“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by the Indemnitee.

(c)“Enterprise” means the Company and any other domestic or foreign corporation, whether for profit or not-for-profit, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise of which the Indemnitee is or was serving as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary at the request of the Company.

(d)“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any similar federal statute then in effect.

(e)“Expenses” include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium, security for, and other costs relating to, any cost bond, supersedeas bond or other appeal bond or their equivalent, and (ii) for purposes of Section 4(d)(iv), Expenses incurred by the Indemnitee in connection with the interpretation, enforcement or defense of the Indemnitee’s rights under this Agreement or under any director and officer liability insurance policies maintained by the Company. Expenses, however, shall not include Resulting Amounts.

(f)“Independent Counsel” means a law firm, or a partner or member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past three years has been, retained to represent (i) the Company or the Indemnitee in any matter material to either such party (other than as Independent Counsel with respect to matters concerning the Indemnitee under this Agreement, or other indemnitees under similar indemnification agreements) or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s rights under this Agreement.

(g)Reference to any “law” shall be to such law as it existed on the date hereof, and in the event of any amendment, alteration or repeal of any law which narrows the right of a Delaware corporation to indemnify the Indemnitee or the Company’s or an Enterprise’s Representatives, such changes shall have no effect on this Agreement or the parties’ rights and obligations hereunder, to the

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extent permitted by law; provided, however, that any amendment, alteration or repeal of any law which permits the Company, without requiring any further action by stockholders or directors, to limit further the liability of the Indemnitee or the Company’s or an Enterprise’s Representatives or to provide broader indemnification or advancement rights than the Company was permitted to provide prior to such change, shall be, ipso facto, within the purview of the Indemnitee’s rights and the Company’s obligations under this Agreement.

(h)“Proceeding” means any threatened, pending or completed action, suit, arbitration, mediation, alternative dispute resolution mechanism, investigation, inquiry, administrative hearing or proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, including, without limitation, any appeal therefrom, in which the Indemnitee was, is or will be involved as a party, a potential party, a non-party witness or otherwise by reason of (i) the fact that the Indemnitee is or was a director or officer of the Company, (ii) any action taken by the Indemnitee or any action or inaction on the Indemnitee’s part while acting as a director or officer of the Company or (iii) the fact that he or she is or was serving at the request of the Company as a Representative of the Company or any other Enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification or advancement of expenses can be provided under this Agreement.

(i)Reference to “any other Enterprise” shall also include employee benefit plans; references to “fines” shall also include any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving at the request of the Company” shall also include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

(j)“Representative” means any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary of any other Enterprise serving in such capacity at the request of the Company.

(k)“Resulting Amounts” means any judgments, fines, settlement amounts and liabilities paid to resolve a Proceeding.

2.INDEMNIFICATION.

(a)Third Party Proceedings.  The Company shall indemnify the Indemnitee in accordance with the provisions of this Section 2(a) if the Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(a), the Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses and Resulting Amounts actually and reasonably incurred by the Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

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(b)Proceedings By or in the Right of the Company.  The Company shall indemnify the Indemnitee in accordance with the provisions of this Section 2(b) if the Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2(b), the Indemnitee shall be indemnified to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 2(b) in respect of any claim, issue or matter as to which the Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court of Chancery or such other court shall deem proper.

(c)Mandatory Indemnification of Expenses.  Notwithstanding any other provision of this Agreement to the contrary (other than Section 9), to the extent that the Indemnitee is a party to or a participant in and is successful on the merits or otherwise in defense of any Proceeding or in any claim, issue or matter therein, the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.  If the Indemnitee is not wholly successful in such Proceeding but is successful on the merits or otherwise as to one or more but less than all claims, issues or matters in such Proceeding, notwithstanding any other provision of this Agreement to the contrary (other than Section 9), the Company shall indemnify the Indemnitee against all Expenses actually and reasonably incurred by the Indemnitee in connection with (x) each successfully resolved claim, issue or matter and (y) any claim, issue or matter related to any such successfully resolved claim, issue or matter.  The Company acknowledges that a settlement or other disposition of a Proceeding, claim, issue or matter against the Indemnitee short of final judgment shall be deemed a successful resolution for purposes of this Section 2(c) if it permits a party to avoid expense, delay, distraction, disruption or uncertainty. In the event that any Proceeding, claim, issue or matter to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding, claim, issue or matter with or without payment of money or other consideration and including, without limitation, the expiration of a reasonable period of time after the making of any claim or threat of a Proceeding without the institution of the same), it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding, claim, issue or matter unless there has been a finding with respect thereto (either adjudicated by a court of competent jurisdiction or in a determination in accordance with Section 4(b)(ii) below) that Indemnitee (i) did not act in good faith; (ii) did not act in a manner reasonably believed to be in, or not opposed to, the best interests of the Company; or (iii) with respect to any criminal proceeding, had reasonable grounds to believe his or her conduct was unlawful.

(d)Indemnification for Expenses as a Witness.  Notwithstanding any other provision of this Agreement (other than Section 9) to the contrary, to the extent that the Indemnitee is, by reason of the fact that the Indemnitee is or was a Representative of the Company or is or was serving at the request of the Company as a Representative of any other Enterprise, a witness, or made (or asked) to respond to discovery requests, in any Proceeding to which the Indemnitee is not a party, the Company shall indemnify the Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith.

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3.ADVANCEMENT OF EXPENSES.  The Company shall advance all Expenses incurred by the Indemnitee in connection with any Proceeding within 30 days following receipt by the Company of the written request of the Indemnitee (which shall include invoices received by the Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made that would cause the Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice).  Advances shall be unsecured and interest free and made without regard to the Indemnitee’s ability to repay such advances.  The Indemnitee hereby undertakes to repay any such amounts advanced only if and to the extent that it is ultimately determined that the Indemnitee is not entitled to be indemnified by the Company as authorized hereby.  This Section 3 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding for which indemnity is not permitted under this Agreement but shall apply to any Proceeding referenced in Section 9(b), Section 9(c) or Section 9(e) prior to a determination that the Indemnitee is not entitled to be indemnified by the Company.

4.NOTICE; PROCEDURES; PRESUMPTIONS; REMEDIES.

(a)Procedures for Notification and Defense of Claim.

(i)The Indemnitee shall notify the Company in writing of any matter with respect to which the Indemnitee intends to seek indemnification or advancement of Expenses as soon as reasonably practicable following the receipt by the Indemnitee of notice thereof. The written notification to the Company shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by the Indemnitee to notify the Company will not relieve the Company from any obligation which it may have to the Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by the Indemnitee of any rights.

(ii)If, at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of the Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take all commercially reasonable actions to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(iii)In the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to assume the defense of such Proceeding with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, upon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such counsel by the Indemnitee and the retention of such counsel by the Company, the Company will not be liable to the Indemnitee for any fees or expenses of counsel subsequently incurred by the Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s assumption of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of the Indemnitee’s counsel (subject to the Indemnitee’s repayment obligations under Section 3 hereof) to the extent that (i) the employment of counsel by the Indemnitee is authorized by the Company, (ii) counsel for the Company or the Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and the Indemnitee in the conduct of any such defense such that the Indemnitee needs to be separately represented, (iii) the fees and expenses are non-duplicative of, and reasonably incurred in connection with, the Indemnitee’s role in the Proceeding despite the Company’s assumption of the defense, (iv) the Company is not financially or legally able to perform its indemnification obligations or (v) the Company

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shall not have retained, or shall not continue to retain, its own counsel to defend such Proceeding. The Company shall have the right to conduct such defense as it sees fit in its sole discretion. Regardless of any provision in this Agreement, the Indemnitee shall have the right to employ counsel in any Proceeding at the Indemnitee’s personal expense.

(iv)The Indemnitee shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably requested.

(v)The Company shall not be liable to the Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its written consent.  The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. Neither the Company nor the Indemnitee will unreasonably withhold consent to any proposed settlement.

(b)Procedures upon Application for Indemnification.

(i)To obtain indemnification, the Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to the Indemnitee and as is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification following the final disposition of the Proceeding. The Company shall, as soon as reasonably practicable after receipt of such a request for indemnification, advise the Board that the Indemnitee has requested indemnification. Any delay in providing the request will not relieve the Company from its obligations under this Agreement, except to the extent such delay is prejudicial to the Company.

(ii)Upon written request by the Indemnitee for indemnification pursuant to Section 4(b)(i), a determination, if required by applicable law, with respect to the Indemnitee’s entitlement thereto shall be made in the specific case (such determining party, the “Determining Party”) (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s Board a copy of which shall be delivered to the Indemnitee or (D) the Company’s stockholders, if there are no Disinterested Directors and if the Indemnitee provides written consent to the stockholders to make such determination. If it is so determined that the Indemnitee is entitled to indemnification, payment to the Indemnitee shall be made within 10 days after such determination. The Indemnitee shall cooperate with the person, persons or entity making the determination with respect to the Indemnitee’s entitlement to indemnification, including, without limitation, providing to such person, persons or entity upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to the Indemnitee and reasonably necessary to such determination. Any costs or expenses (including, without limitation, attorneys’ fees and disbursements) reasonably incurred by the Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law, subject to the Indemnitee’s repayment obligations pursuant to Section 3.

(c)Presumptions and Effect of Certain Proceedings.

(i)In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall, to the fullest extent not prohibited by law, presume that the Indemnitee is entitled to indemnification under this Agreement if the

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Indemnitee has submitted a request for indemnification in accordance with Section 4(b) of this Agreement, and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption.

(ii)The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

(iii)For purposes of any determination of good faith, the Indemnitee shall be deemed to have acted in good faith to the extent the Indemnitee relied in good faith on (A) the records or books of account of the Enterprise, including, without limitation, financial statements, (B) information supplied to the Indemnitee by the officers of the Enterprise in the course of their duties, (C) the advice of legal counsel for the Enterprise or its board of directors or counsel selected by any committee of the board of directors or (D) information or records given or reports made to the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 4(c)(iii) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(iv)None of the knowledge, actions or failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to the Indemnitee for purposes of determining the right to indemnification under this Agreement.

(d)Remedies of the Indemnitee.

(i)Subject to Section 4(d)(v), in the event that (A) a determination is made pursuant to Section 4(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement, (B) advancement of Expenses is not timely made pursuant to Section 3 or Section 4(d)(iv) of this Agreement, (C) no determination of entitlement to indemnification shall have been made pursuant to Section 4(b) of this Agreement within 30 days after the later of the receipt by the Company of the request for indemnification or the final disposition of the Proceeding, (D) payment of indemnification pursuant to this Agreement is not made (x) within 10 days after a determination has been made that the Indemnitee is entitled to indemnification or (y) with respect to indemnification pursuant to Section 2(c), Section 2(d) and Section 4(d)(iv) of this Agreement, within 30 days after receipt by the Company of a written request therefor or (E) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, the Indemnitee shall be entitled to an adjudication by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. The Company shall not oppose the Indemnitee’s right to seek any such adjudication in accordance with this Agreement.

(ii)Neither (A) the failure of the Company, the Board, any committee or subgroup of the Board, Independent Counsel or stockholders to have made a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor (B) an actual determination by the Company, the Board, any committee or subgroup of the

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Board, Independent Counsel or stockholders that the Indemnitee has not met the applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall have been made pursuant to Section 4(b) of this Agreement that the Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 4(d) shall be conducted in all respects as a de novo trial, or arbitration, on the merits, and the Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 4(d), the Company shall, to the fullest extent not prohibited by law, have the burden of proving the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(iii)To the fullest extent not prohibited by law, the Company shall indemnify the Indemnitee against all Expenses that are incurred by the Indemnitee in connection with any action for indemnification or advancement of Expenses from the Company under this Agreement or under any director and officer liability insurance policies maintained by the Company to the extent the Indemnitee is successful in such action, and, if requested by the Indemnitee, shall advance such Expenses to the Indemnitee within 30 days thereafter, subject to the provisions of Section 3.

(iv)Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification shall be required to be made prior to the final disposition of the Proceeding.

5.CONTRIBUTION; ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.

(a)Contribution.  To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is held by a court of competent jurisdiction not to be permissible for liabilities arising under the federal securities laws or ERISA, the Company, in lieu of indemnifying the Indemnitee, shall contribute to the amounts incurred by the Indemnitee, whether for Expenses or Resulting Amounts, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding (all as determined by the Determining Party, or by such court of competent jurisdiction if requested by the Company or the Indemnitee) in order to reflect (i) the relative benefits received by the Company and the Indemnitee as a result of the events and transactions giving rise to such Proceeding and (ii) the relative fault of the Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with such events and transactions.

(b)Scope.  Notwithstanding any other provision of this Agreement (other than Section 9) to the contrary, the Company shall indemnify the Indemnitee to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s certificate of incorporation or bylaws or by statute, if the Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including, without limitation, a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses and Resulting Amounts actually and reasonably incurred by the Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein.  No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action or inaction of the Indemnitee prior to such amendment, alteration or repeal.

(c)Effectiveness and Duration of Rights; Successors and Assigns. All rights and obligations of the parties hereunder shall be effective as of the date on which the Indemnitee first serves on the Board or as an officer of the Company, as applicable, and shall continue as to the Indemnitee even

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though the Indemnitee may have ceased to serve as a Representative of the Company or a Representative of any other Enterprise at the Company’s request. This Agreement shall be binding on and shall inure to the benefit of the parties’ respective heirs, successors, assigns and personal and legal representatives (including, without limitation, in the case of the Company any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company).

(d)Nonexclusivity.  The indemnification and other rights provided by this Agreement shall not be deemed exclusive of any rights to which the Indemnitee may be entitled under applicable law, the Company’s certificate of incorporation or bylaws, any agreement, any insurance policy, any vote of stockholders or Disinterested Directors, or otherwise, both as to any action or inaction in the Indemnitee’s official capacities and as to any action or inaction in another capacity while holding such office.

6.INSURANCE; SUBROGATION.

(a)Insurance Coverage.  To the extent that the Company maintains an insurance policy or policies providing liability insurance that covers the Indemnitee, the Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any Representative of the Company.  If, following the date hereof, the Company determines that it is not practicable, for cost or other reasons, to maintain director and officer liability insurance, it shall provide reasonable notice to the Indemnitee prior to taking action to terminate such policy.

(b)Subrogation.  In the event the Company makes any payment to the Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including, without limitation, execution of such documents as are necessary to enable the Company to bring suit to enforce such rights, (ii) the Company shall not be liable under this Agreement to make any payment of Expenses, Resulting Amounts or any other amounts otherwise indemnifiable hereunder, if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise, and (iii) if the Indemnitee is or was serving at the request of the Company as a Representative of any other Enterprise, the Company’s obligation to indemnify the Indemnitee or advance Expenses hereunder to the Indemnitee shall be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise or its affiliates.

7.MUTUAL ACKNOWLEDGMENT.  Each of the Company and the Indemnitee acknowledge that, in certain instances, federal law or public policy may override applicable state law and prohibit the Company from indemnifying the Indemnitee under this Agreement or otherwise.  For example, the Company and the Indemnitee acknowledge that the Securities and Exchange Commission has taken the position that indemnification is not permissible for liabilities arising under certain federal securities laws, and that federal legislation prohibits indemnification for certain ERISA violations.

8.SEVERABILITY.  Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law.  The Company’s inability, pursuant to court order or other applicable law, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.  If this Agreement or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify the Indemnitee to the full extent permitted by any applicable portion of this Agreement that

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shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable in accordance with its terms.

9.EXCEPTIONS TO INDEMNIFICATION AND ADVANCEMENT OBLIGATIONS.  Notwithstanding any other provision herein to the contrary, the Company shall not be obligated pursuant to the terms of this Agreement:

(a)Claims Initiated by the Indemnitee.  To indemnify or to advance Expenses to the Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by the Indemnitee and not by way of defense, except with respect to Proceedings brought to establish or enforce a right to indemnification or advancement of Expenses under this Agreement, unless (i) the Board authorized the Proceeding (or the relevant part of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) otherwise required by applicable law;

(b)Lack of Good Faith; Frivolous Claims.  To indemnify the Indemnitee for Expenses, Resulting Amounts or for any other liabilities of any type whatsoever incurred by the Indemnitee with respect to any Proceeding initiated by the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material assertions made by the Indemnitee in such Proceeding was either frivolous or made in bad faith;

(c)Fraud; Bad Faith.  To indemnify the Indemnitee for Expenses, Resulting Amounts or for any other liabilities of any type whatsoever if a final decision by a court of competent jurisdiction determines that the Indemnitee has committed fraud on the Company or to the extent the Determining Party determines that the Indemnitee has committed fraud on the Company or has acted in bad faith;

(d)Insured Claims or Otherwise Paid.  To indemnify the Indemnitee for Expenses, Resulting Amounts or for any other liabilities of any type whatsoever to the extent such Expenses, Resulting Amounts or liabilities have been paid directly to the Indemnitee by an insurance carrier under a policy of director and officer liability insurance maintained by the Company or otherwise or for which payment has otherwise actually been made to the Indemnitee under any statute, insurance policy, indemnity provision, vote or otherwise (except in each case with respect to any excess beyond the amount paid and except as otherwise provided for in Section 6(b));

(e)Claims under Section 16(b).  To indemnify the Indemnitee for Expenses, Resulting Amounts or for any other liabilities of any type whatsoever, including, without limitation, the payment of profits arising from the purchase and sale by the Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute; or

(f)Prohibited by Law.  To indemnify the Indemnitee if prohibited by applicable law.

10.MISCELLANEOUS.

(a)Legal Matters; Consent to Jurisdiction.  This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and the Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court of

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Chancery for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, The Corporation Trust Company, Wilmington, Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court of Chancery, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.  EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY PROCEEDING OVER ANY DISPUTE ARISING UNDER THIS AGREEMENT.

(b)No Employment Rights.  Nothing contained in this Agreement is intended to create in the Indemnitee any right to employment by the Company or any of its affiliates.

(c)Entire Agreement; Amendment; Enforcement of Rights.  This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement.  The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of any rights of such party.  The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce the Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that the Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.

(d)Construction; Captions.  This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.  The headings of the paragraphs and sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

(e)Notices.  Any notice, demand, request or other communication required by or permitted to be given under this Agreement shall be in writing and shall be deemed delivered when delivered personally, or 24 hours after being deposited with a nationally recognized overnight courier service, or 48 hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, if to the Company, to Cephalon, Inc., 41 Moores Rd., Frazer, PA 19355, Attn: General Counsel; or if to the Indemnitee, to the address listed on the signature page hereof; or to such other address as any party hereto shall have specified in a notice given in accordance with this Section 10(e).

(f)Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date and year first written above

COMPANY:

CEPHALON, INC.

By

Name:

Title:

INDEMNITEE:

By

Name:

Address:

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EX-10.2

Exhibit 10.2

EXECUTIVE SEVERANCE AGREEMENT

This Executive Severance Agreement (“Agreement”) is made as of the 10th day of March, 2011 by and between Cephalon, Inc., a Delaware corporation (the “Company”), and J. Kevin Buchi (“Executive”).

WHEREAS, Executive is an executive of the Company, currently serving as its Chief Executive Officer;

WHEREAS, the Company and Executive desire to enter into this Agreement to provide certain payments and benefits in the event that Executive’s employment is terminated as set forth below; and

WHEREAS, the Company and the Executive previously entered into an Executive Severance Agreement, as amended and restated as of June 24, 2008 (the “Existing Agreement”), and the Company and the Executive have agreed that this Agreement shall supercede and replace the Existing Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the Company and Executive hereby agree as follows:

1.Definitions.

(a)“Annual Base Salary” shall mean twelve times the greater of (i) the highest monthly base salary paid or payable (including any base salary which has been earned but deferred) to Executive by the Company and its affiliates (as defined in section 1504 of the Code without regard to subsection (b) thereof), together with any and all salary reduction authorized amounts under any of the Company’s benefit plans or programs, or (ii) the monthly base salary paid or payable to Executive by the Company (including authorized deferrals, salary reduction amounts and any car allowance) immediately prior to Executive’s Termination Date.

(b)“Annual Bonus” shall mean one hundred percent (100%) of Executive’s target annual bonus for the year in which Executive’s Termination Date occurs, plus one hundred percent (100%) of any other bonuses Executive receives, or is entitled to receive, during the year in which Executive’s Termination Date occurs.

(c)“Board” shall mean the Board of Directors of the Company.

(d)“Bonus Multiplier” shall mean the quotient determined by dividing the total number of months in which Executive performed services for the Company during the calendar year in which Executive’s Termination Date occurs divided by twelve (12).

(e)“Cause” shall mean Executive has engaged in any act of unethical conduct, willful misconduct, fraud or embezzlement, any unauthorized disclosure of confidential

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information or trade secrets, or any other act that is materially and demonstrably detrimental to the Company.

(f)“Change in Control” shall be deemed to have occurred if any of the following events occurs:

(i)the direct or indirect acquisition by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities possessing more than thirty percent (30%) of the combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s shareholders which the Board does not recommend such shareholders to accept;

(ii)a change in the composition of the Board over a period of twenty-four (24) months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (x) have been Board members continuously since the beginning of such period, or (y) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (x) who were still in office at the time such election or nomination was approved by the Board;

(iii)a merger or consolidation in which securities possessing more than fifty percent (50%) of the combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction; or

(iv)the sale, transfer or other disposition of more than seventy-five percent (75%) of the Company’s assets in a single or related series of transactions.

(g)“Code” means the Internal Revenue Code of 1986, as amended.

(h)“Constructive Termination” means Executive’s voluntary resignation following any of the following events: (i) a change in Executive’s position with the Company or the successor thereto which materially reduces Executive’s level of responsibility; (ii) a reduction in Executive’s level of compensation (including base salary, significant fringe benefits and the target level of any non-discretionary and objective-standard incentive payment or bonus award) by more than ten percent (10%) in the aggregate; or (iii) a relocation of Executive’s place of employment that would increase Executive’s commute by more than fifty (50) miles; provided, however, such change, reduction or relocation is effected by the Company or the successor thereto without Executive’s consent.  In order for a termination to constitute a Constructive Termination, Executive must provide a written Notice of Termination to the Company within thirty (30) days after the event constituting a Constructive Termination.  The

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Company shall have a period of thirty (30) days in which it may correct the act or failure to act that constitutes the grounds for Constructive Termination as set forth in Executive’s Notice of Termination.  If the Company does not correct the act or failure to act within such period, Executive must terminate employment within thirty (30) days after the end of the cure period, in order for the termination to be considered a Constructive Termination.

(i)“Disability” shall mean Executive is, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than one year, unable to engage in any substantial gainful employment or service.

(j)“Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, and (ii) briefly summarizes the facts and circumstances deemed to provide a basis for termination of Executive’s employment under the provision so indicated.

(k)“Termination Date” shall mean the last day of Executive’s employment with the Company.

(l)“Termination of Employment” shall mean the termination of Executive’s active employment relationship with the Company.

2.Termination of Employment Prior to a Change in Control.

(a)Termination Prior to a Change in Control.  In the event that Executive’s employment with the Company is terminated prior to a Change in Control on account of an involuntary termination by the Company for any reason other than Cause, death or Disability, Executive shall be entitled to the benefits provided in subsection (b) of this Section 2.

(b)Compensation Upon Termination Prior to Change in Control.  Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 2 occurs, the Company shall provide Executive with the following, provided that Executive executes and does not revoke the Release (as defined in Section 5):

(i)Executive shall receive a cash payment equal to two (2) times the sum of Executive’s (x) Annual Base Salary at the rate in effect immediately before Executive’s Termination Date and (y) Annual Bonus.  Subject to Section 24, payment shall be made in a lump sum payment within sixty (60) days after Executive’s Termination Date, provided Executive executes a Release during the sixty (60) day period and does not revoke the Release.

(ii)Executive shall receive a cash payment equal to the premium cost that Executive would have to pay, at COBRA rates as in effect on Executive’s Termination Date, to continue the Company’s medical and dental coverage for Executive

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and, where applicable, Executive’s spouse and dependents, if receiving such coverage on Executive’s Termination Date, for a period of twenty-four (24) months following Executive’s Termination Date.  Subject to Section 24, payment shall be made in a lump sum payment within sixty (60) days after Executive’s Termination Date, provided Executive executes a Release during the sixty (60) day period and does not revoke the Release.

(iii)The Company shall cover the cost of reasonable outplacement assistance services for Executive that are directly related to Executive’s Termination of Employment and are actually provided by an outplacement agency selected by Executive, in an amount not to exceed $15,000; provided, however, that the period during which the outplacement assistance services will be covered and the reimbursements paid does not extend beyond the period set forth in Treas. Reg. §1.409A-1(b)(9)(v)(E).

(iv)Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of Executive’s Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

(c)Notice of Termination.  Any termination on account of this Section 2 shall be communicated by a Notice of Termination to the other Parties hereto given in accordance with Section 19 hereof.

3.Termination of Employment on Account of a Change in Control.

(a)Termination on Account of a Change in Control.  In the event that Executive’s employment with the Company is terminated after, or in connection with, a Change in Control on account of: (i) an involuntary termination by the Company following a Change in Control for any reason other than Cause, death or Disability, (ii) Executive voluntarily terminates employment with the Company following a Change in Control on account of a Constructive Termination, or (iii) by the Company (other than for Cause, death or Disability) prior to or in connection with an anticipated Change in Control at the request or direction of the acquirer involved in the Change in Control, Executive shall be entitled to the benefits provided in subsection (b) of this Section 3. If Executive is entitled to benefits described in subsection (b) of this Section 3 by reason of clause (a)(iii) above, Executive shall be entitled to such benefits upon Executive’s Termination of Employment regardless of whether the Change in Control actually occurs.

(b)Compensation in Connection With a Termination on Account of a Change in Control.  Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 3 occurs, the Company shall provide Executive with the following, provided that Executive executes and does not revoke the Release:

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(i)Executive shall receive a cash payment equal to the sum of (x) three (3) times Executive’s Annual Base Salary at the rate in effect immediately before Executive’s Termination Date, (y) three (3) times Executive’s Annual Bonus, and (z) the Bonus Multiplier times Executive’s Annual Bonus. Subject to Section 24, payment shall be made in a lump sum payment within sixty (60) days after Executive’s Termination Date, provided Executive executes a Release during the sixty (60) day period and does not revoke the Release.

(ii)Executive shall receive a cash payment equal to the premium cost that Executive would have to pay, at COBRA rates as in effect on Executive’s Termination Date, to continue the Company’s medical and dental coverage for Executive and, where applicable, Executive’s spouse and dependents, if receiving such coverage on Executive’s Termination Date, for a period of thirty-six (36) months following Executive’s Termination Date.  Subject to Section 24, payment shall be made in a lump sum payment within sixty (60) days after Executive’s Termination Date, provided Executive executes a Release during the sixty (60) day period and does not revoke the Release.

(iii)All stock options and restricted stock held by Executive will become fully vested and/or exercisable, as the case may be, on the Termination Date, and all stock options shall remain exercisable after Executive’s Termination Date as set forth in the applicable option agreements with the Company.

(iv)The Company shall cover the cost of reasonable outplacement assistance services for Executive that are directly related to Executive’s Termination of Employment and are actually provided by an outplacement agency selected by Executive, in an amount not to exceed $15,000; provided, however, that the period during which the outplacement assistance services will be covered and the reimbursements paid does not extend beyond the period set forth in Treas. Reg. §1.409A-1(b)(9)(v)(E).

(v)Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of Executive’s Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

(c)Notice of Termination.  Any termination on account of this Section 3 shall be communicated by a Notice of Termination to the other Parties hereto in accordance with Section 19 hereof.

4.Termination of Employment on Account of Disability.  Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates on account of Disability, Executive shall be entitled to receive disability benefits under any disability program maintained by the Company that covers Executive, and Executive shall not be considered to have terminated employment under this Agreement and shall not receive benefits pursuant to Sections 2 and 3 hereof.

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5.Release.  Notwithstanding the foregoing, no such payments shall be made unless Executive executes, and does not revoke, the Company’s standard written release (the “Release”) of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (other than any entitlements under the terms of this Agreement or under any other plans or programs of the Company in which Executive participated and under which Executive has accrued or become entitled to a benefit) or the termination thereof.

6.Other Payments.  The payments due under Sections 2 and 3 hereof shall be in addition to and not in lieu of any payments or benefits due to Executive under any other plan, policy or program of the Company, except that no cash payments shall be paid to Executive under the Company’s then current severance pay policies.

7.Enforcement.

(a)In the event that the Company shall fail or refuse to make payment of any amounts due Executive under Sections 2, 3 and 6 hereof within the respective time periods provided therein, the Company shall pay to Executive, in addition to the payment of any other sums provided in this Agreement, interest, compounded daily, on any amount remaining unpaid from the date payment is required under Sections 2, 3 and 6, as appropriate, until paid to Executive, at the rate from time to time announced by Wells Fargo Bank, N.A. as its “prime rate” plus two percent (2%), each change in such rate to take effect on the effective date of the change in such prime rate.

(b)It is the intent of the Parties that Executive not be required to incur any expenses associated with the enforcement of Executive’s rights under Sections 2, 3 and 6 of this Agreement by arbitration, litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder.  Accordingly, the Company shall pay Executive the amount necessary to reimburse Executive in full for all expenses (including all attorneys’ fees and legal expenses) incurred by Executive in enforcing any of the obligations of the Company under this Agreement unless the lawsuit brought by Executive is determined to be frivolous by a court of final jurisdiction.

8.No Mitigation.  Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation earned by other employment or otherwise.

9.Non-Exclusivity of Rights.  Except as provided in Section 6, nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries or affiliates and for which Executive may qualify.

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10.No Set-Off.  The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against Executive or others.

11.Taxes.  Any payment required under this Agreement shall be subject to all requirements of the law with regard to the withholding of taxes, filing, making of reports and the like, and the Company shall use its best efforts to satisfy promptly all such requirements.

12.Application of Section 280G of the Code.

(a)Possible Reduction.  In the event Executive becomes entitled to any benefits or payments in the nature of compensation (within the meaning of section 280G(b)(2) of the Code) under this Agreement, or any other plan, arrangement, or agreement with the Company (the “Payments”), and such benefits or payments would (in the absence of this Section 12) be subject to the excise tax imposed by section 4999 of the Code (the “Excise Tax”), the aggregate present value of the Payments under this Agreement shall be reduced (but not below zero) to the Reduced Amount (as defined below), if reducing the Payments under this Agreement will provide Executive with a greater net after-tax amount than would be the case if no reduction was made.  The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment under this Agreement to be subject to the Excise Tax, determined in accordance with section 280G(d)(4) of the Code.  If Payments are to be reduced, the Company shall reduce the Payments under this Agreement by first reducing Payments that are payable in cash and then by reducing non-cash Payments.  Only amounts payable under this Agreement shall be reduced pursuant to this Section 12.

(b)Determinations.  All determinations to be made under this Section 12 shall be made by the Company’s independent public accounting firm as in effect immediately prior to the event that constitutes a change in control under section 280G of the Code or another independent firm selected by the Company before such event (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations to the Company and Chief Executive Officer within ten (10) business days after such event.  Any such determination by the Accounting Firm shall be binding upon the Company and Executive.

(c)Fees and Expenses.  All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 12 shall be borne solely by the Company.  The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to this Section 12, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

13.Confidential Information.  Executive shall remain subject to the terms and conditions of Executive’s Employee Confidentiality Agreement, which shall continue in full force and effect, except as specifically modified herein.

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14.Non-Competition.

(a)During the period of Executive’s employment by the Company and, if Executive’s employment with the Company terminates for any reason other that described in Section 3(a) above, for a period of one (1) year thereafter, except with the written consent of the Board, Executive shall not directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, stockholder, consultant, investor or otherwise with, or use or permit Executive’s name to be used in connection with, any person, business or enterprise which directly or indirectly engages in (i) the development of compounds, or (ii) the sale or marketing of products, that compete with the Company’s compounds or products (the “Company’s Business”).

(b)In further consideration for the Company’s promises herein, Executive agrees that for the period beginning with the termination of Executive’s employment with the Company for any reason other than that described in Section 3(a) above, and for a period of one (1) year thereafter, Executive will not:

(i)except with the prior written consent of the Board, directly or indirectly solicit, entice or induce any customer to become a customer of any other person, firm or corporation with respect to the Company’s Business or to cease doing business with the Company or its subsidiaries or affiliates, and that Executive will not approach any such person, firm or corporation for such purpose or authorize or knowingly approve, encourage or assist the taking of such actions by any other person, firm or corporation; or

(ii)directly or indirectly solicit, recruit or hire any part-time or full-time employee, representative or consultant of the Company or its subsidiaries or affiliates to work for a third party other than the Company or its subsidiaries or affiliates or engage in any activity that would cause any employee, representative or consultant to violate any agreement with the Company or its subsidiaries or affiliates.  The foregoing covenant shall not apply to any person after twelve (12) months have elapsed after the date on which such person’s employment by the Company has terminated.

(c)The foregoing restrictions shall not be construed to prohibit Executive’s ownership of less than five percent of any class of securities of any corporation which is engaged in any of the foregoing businesses and has a class of securities registered pursuant to the Securities Exchange Act of 1934, as amended, provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising Executive’s rights as a stockholder, or seeks to do any of the foregoing.

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15.Equitable Relief.

(a)Executive acknowledges that the restrictions contained in Sections 13 and 14 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of those Sections will result in irreparable injury to the Company.  Executive represents that Executive’s experience and capabilities are such that the restrictions contained in Section 14 hereof will not prevent Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case.  Executive further represents and acknowledges that (i) Executive has been advised by the Company to consult Executive’s own legal counsel in respect of this Agreement, and (ii) that Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive’s legal counsel.

(b)Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Sections 13 or 14 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.  In the event that any of the provisions of Sections 13 or 14 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.

(c)Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 13 or 14 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Delaware, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Executive may have to the laying of venue of any such suit, action or proceeding in any such court.  Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 19 hereof.

16.Term of Agreement.  This Agreement shall continue in effect until the third anniversary of the Effective Date (the “Initial Term”) or Executive’s Termination of Employment, if earlier.   If Executive continues in employment, the term of the Agreement shall automatically be renewed at the end of the Initial Term, and at the end of each renewal term, for successive terms of one (1) year each, unless the Company provides notice to Executive at least ninety (90) days prior to the expiration of the Initial Term or any renewal term that the Agreement is not to be renewed.  Notwithstanding the foregoing, (i) this Agreement shall continue in effect for not less than two (2) years following a Change of Control occurring during the term of this Agreement and (ii) after the termination of Executive’s employment during the term of this Agreement, this Agreement shall remain in effect until all of the obligations of the Parties hereunder are satisfied or have expired.  The expiration of the term shall not, in and of itself, be deemed a termination of Executive’s employment for purposes of this Agreement, including a termination without Cause or for Good Reason.

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17.Indemnification.  Executive shall be entitled to indemnification under the charter or bylaws of the Company and its affiliates, and under any director’s and officer’s insurance policies maintained by the Company and its affiliates, that provide for indemnification for Executive’s actions while a director, officer, employee, or agent of the Company or any of its affiliates, and under the Indemnification Agreement between the Executive and the Company dated March 10, 2011.

18.Successor Company.  The Company shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to Executive, to acknowledge expressly that this Agreement is binding upon and enforceable against the Company in accordance with the terms hereof, and to become jointly and severally obligated with the Company to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or successions had taken place.  Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement.  As used in this Agreement, the Company shall mean the Company as herein before defined and any such successor or successors to its business and/or assets, jointly and severally.

19.Notice.  All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service, as follows:

If to the Company, to:

Cephalon, Inc.

41 Moores Rd.

Frazer, PA 19355

Attn:

With a copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103-2921

Attn:  I. Lee Falk, Esquire

If to Executive, to:

[EXECUTIVE OFFICER ADDRESS]

or to such other names or addresses as the Company or Executive, as the case may be, shall designate by notice to the other Parties hereto in the manner specified in this Section; provided, however, that if no such notice is given by the Company following a Change in Control, notice at the last address of the Company or to any successor pursuant to this Section 19 shall be deemed

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sufficient for the purposes hereof.  Any such notice shall be deemed delivered and effective when received in the case of personal delivery, five (5) days after deposit, postage prepaid, with the U.S. Postal Service in the case of registered or certified mail, or on the next business day in the case of overnight express courier service.

20.Contents of Agreement, Amendment and Assignment.

(a)This Agreement supersedes all prior agreements (including the Existing Agreement, which is hereby terminated, but not including the Employee Confidentiality Agreement and Indemnification Agreement referred to above) and sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Executive and executed on the Company’s behalf by a duly authorized officer.  The provisions of this Agreement may provide for payments to Executive under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof.  It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board.

(b)Nothing in this Agreement shall be construed as giving Executive any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of Executive’s employment status.

(c)All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties hereto, except that the duties and responsibilities of Executive and the Company hereunder shall not be assignable in whole or in part by the Company.  If Executive should die after Executive’s Termination Date and while any amount payable hereunder would still be payable to Executive hereunder if Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devises, legates or other designees or, if there is no such designee, to Executive’s estate.

21.Severability.  If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined 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.

22.Remedies Cumulative; No Waiver.  No right conferred upon the Parties by this Agreement is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity.  No delay or omission by a party to this Agreement in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof.

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23.Company Recoupment Policy.  Executive agrees that any compensation payable under the Agreement or otherwise shall be subject to any applicable recoupment or clawback policy that the Board may implement from time to time with respect to officers of the Company.

24.Section 409A.

(a)Interpretation.  Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of section 409A of the Code, to the extent applicable, and shall be interpreted to avoid any penalty sanctions under section 409A of the Code.  If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed.  All payments to be made upon termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code.  For purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment.  In no event may Executive, directly or indirectly, designate the calendar year of payment.  Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive’s execution of the Release, directly or indirectly, result in Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

(b)Payment Delay.  Notwithstanding any provision to the contrary in this Agreement, if on Executive’s Termination Date Executive is a “specified employee” (as such term is defined in section 409A(a)(2)(B)(i) of the Code and its corresponding regulations) as determined by the Company (or any successor thereto) in its sole discretion in accordance with its “specified employee” determination policy, then all cash severance payments payable to Executive under this Agreement that are deemed as deferred compensation subject to the requirements of section 409A of the Code shall be postponed for a period of six months following Executive’s “separation from service” with the Company (or any successor thereto).  The postponed amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s “separation from service” with the Company (or any successor thereto). If Executive dies during such six (6)-month period and prior to payment of the postponed cash amounts hereunder, the amounts delayed on account of section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty (60) days after Executive’s death.  No interest shall be paid on any amounts delayed pursuant to this subsection.

(c)Reimbursements.  All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or

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exchange for another benefit.  If expenses are incurred in connection with any tax audit or litigation, any reimbursements under the Agreement for such expenses shall be paid not later than the end of Executive’s taxable year following Executive’s taxable year in which (i) the tax audit or litigation is resolved if no taxes are paid or (ii) the taxes that are subject to such audit or litigation are remitted to the taxing authority.  Any tax gross up payments to be made hereunder shall be made not later than the end of Executive’s taxable year next following Executive’s taxable year in which the related taxes are remitted to the taxing authority.

25.Survival.  The provisions of Sections 7, 13, 14, 15, 17 and 23 shall survive termination of this Agreement.

26.Governing Law.  This Agreement shall be governed by and interpreted under the laws of the State of Delaware without giving effect to any conflict of laws provisions.

27.Miscellaneous.  All section headings are for convenience only.  This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.

		CEPHALON, INC.
Attest:	/s/ Todd Longsworth	By:	/s/ Martyn Greenacre
		Its:	Director
/s/ Robin DeRogatis		/s/ J. Kevin Buchi
Witness		J. KEVIN BUCHI

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EX-10.3

Exhibit 10.3

The following executive officers of Cephalon, Inc. executed the Executive Severance Agreement set forth below:

Executive Officers

Valli F. Baldassano, EVP and Chief Compliance Officer

Wilco Groenhuysen, EVP and Chief Financial Officer

Gerald J. Pappert, EVP and General Counsel

Lesley Russell, EVP and Chief Medical Officer

Carl A. Savini, EVP and Chief Administrative Officer

Jeffry L. Vaught, EVP and Chief Scientific Officer

EXECUTIVE SEVERANCE AGREEMENT

This Executive Severance Agreement (“Agreement”) is made as of the 10th day of March, 2011 by and between Cephalon, Inc., a Delaware corporation (the “Company”), and                           (“Executive”).

WHEREAS, Executive is an executive of the Company, currently serving as its                     ;

WHEREAS, the Company and Executive desire to enter into this Agreement to provide certain payments and benefits in the event that Executive’s employment is terminated as set forth below; and

WHEREAS, the Company and the Executive previously entered into an Executive Severance Agreement, as amended and restated as of June 24, 2008 (the “Existing Agreement”), and the Company and the Executive have agreed that this Agreement shall supercede and replace the Existing Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the Company and Executive hereby agree as follows:

1.Definitions.

(a)“Annual Base Salary” shall mean twelve times the greater of (i) the highest monthly base salary paid or payable (including any base salary which has been earned but deferred) to Executive by the Company and its affiliates (as defined in section 1504 of the Code without regard to subsection (b) thereof), together with any and all salary reduction authorized amounts under any of the Company’s benefit plans or programs, or (ii) the monthly base salary paid or payable to Executive by the Company (including authorized deferrals, salary reduction amounts and any car allowance) immediately prior to Executive’s Termination Date.

(b)“Annual Bonus” shall mean one hundred percent (100%) of Executive’s target annual bonus for the year in which Executive’s Termination Date occurs, plus one hundred percent (100%) of any other bonuses Executive receives, or is entitled to receive, during the year in which Executive’s Termination Date occurs.

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(c)“Board” shall mean the Board of Directors of the Company.

(d)“Bonus Multiplier” shall mean the quotient determined by dividing the total number of months in which Executive performed services for the Company during the calendar year in which Executive’s Termination Date occurs divided by twelve (12).

(e)“Cause” shall mean Executive has engaged in any act of unethical conduct, willful misconduct, fraud or embezzlement, any unauthorized disclosure of confidential information or trade secrets, or any other act that is materially and demonstrably detrimental to the Company.

(f)“Change in Control” shall be deemed to have occurred if any of the following events occurs:

(i)the direct or indirect acquisition by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934) of securities possessing more than thirty percent (30%) of the combined voting power of the Company’s outstanding securities pursuant to a tender or exchange offer made directly to the Company’s shareholders which the Board does not recommend such shareholders to accept;

(ii)a change in the composition of the Board over a period of twenty-four (24) months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (x) have been Board members continuously since the beginning of such period, or (y) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (x) who were still in office at the time such election or nomination was approved by the Board;

(iii)a merger or consolidation in which securities possessing more than fifty percent (50%) of the combined voting power of the Company’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction; or

(iv)the sale, transfer or other disposition of more than seventy-five percent (75%) of the Company’s assets in a single or related series of transactions.

(g)“Code” means the Internal Revenue Code of 1986, as amended.

(h)“Constructive Termination” means Executive’s voluntary resignation following any of the following events: (i) a change in Executive’s position with the Company or the successor thereto which materially reduces Executive’s level of responsibility; (ii) a

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reduction in Executive’s level of compensation (including base salary, significant fringe benefits and the target level of any non-discretionary and objective-standard incentive payment or bonus award) by more than ten percent (10%) in the aggregate; or (iii) a relocation of Executive’s place of employment that would increase Executive’s commute by more than fifty (50) miles; provided, however, such change, reduction or relocation is effected by the Company or the successor thereto without Executive’s consent.  In order for a termination to constitute a Constructive Termination, Executive must provide a written Notice of Termination to the Company within thirty (30) days after the event constituting a Constructive Termination.  The Company shall have a period of thirty (30) days in which it may correct the act or failure to act that constitutes the grounds for Constructive Termination as set forth in Executive’s Notice of Termination.  If the Company does not correct the act or failure to act within such period, Executive must terminate employment within thirty (30) days after the end of the cure period, in order for the termination to be considered a Constructive Termination.

(i)“Disability” shall mean Executive is, by reason of any medically determinable physical or mental impairment expected to result in death or to be of continuous duration of not less than one year, unable to engage in any substantial gainful employment or service.

(j)“Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, and (ii) briefly summarizes the facts and circumstances deemed to provide a basis for termination of Executive’s employment under the provision so indicated.

(k)“Termination Date” shall mean the last day of Executive’s employment with the Company.

(l)“Termination of Employment” shall mean the termination of Executive’s active employment relationship with the Company.

2.Termination of Employment Prior to a Change in Control.

(a)Termination Prior to a Change in Control.  In the event that Executive’s employment with the Company is terminated prior to a Change in Control on account of an involuntary termination by the Company for any reason other than Cause, death or Disability, Executive shall be entitled to the benefits provided in subsection (b) of this Section 2.

(b)Compensation Upon Termination Prior to Change in Control.  Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 2 occurs, the Company shall provide Executive with the following, provided that Executive executes and does not revoke the Release (as defined in Section 5):

(i)Executive shall receive a cash payment equal to one and a half (1.5) times the Executive’s Annual Base Salary at the rate in effect immediately before

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Executive’s Termination Date.  Subject to Section 24, payment shall be made in a lump sum payment within sixty (60) days after Executive’s Termination Date, provided Executive executes a Release during the sixty (60) day period and does not revoke the Release.

(ii)Executive shall receive a cash payment equal to the premium cost that Executive would have to pay, at COBRA rates as in effect on Executive’s Termination Date, to continue the Company’s medical and dental coverage for Executive and, where applicable, Executive’s spouse and dependents, if receiving such coverage on Executive’s Termination Date, for a period of eighteen (18) months following Executive’s Termination Date.  Subject to Section 24, payment shall be made in a lump sum payment within sixty (60) days after Executive’s Termination Date, provided Executive executes a Release during the sixty (60) day period and does not revoke the Release.

(iii)The Company shall cover the cost of reasonable outplacement assistance services for Executive that are directly related to Executive’s Termination of Employment and are actually provided by an outplacement agency selected by Executive, in an amount not to exceed $15,000; provided, however, that the period during which the outplacement assistance services will be covered and the reimbursements paid does not extend beyond the period set forth in Treas. Reg. §1.409A-1(b)(9)(v)(E).

(iv)Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of Executive’s Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

(c)Notice of Termination.  Any termination on account of this Section 2 shall be communicated by a Notice of Termination to the other Parties hereto given in accordance with Section 19 hereof.

3.Termination of Employment on Account of a Change in Control.

(a)Termination on Account of a Change in Control.  In the event that Executive’s employment with the Company is terminated after, or in connection with, a Change in Control on account of: (i) an involuntary termination by the Company following a Change in Control for any reason other than Cause, death or Disability, (ii) Executive voluntarily terminates employment with the Company following a Change in Control on account of a Constructive Termination, or (iii) by the Company (other than for Cause, death or Disability) prior to or in connection with an anticipated Change in Control at the request or direction of the acquirer involved in the Change in Control, Executive shall be entitled to the benefits provided in subsection (b) of this Section 3. If Executive is entitled to benefits described in subsection (b) of this Section 3 by reason of clause (a)(iii) above, Executive shall be entitled to such benefits upon Executive’s Termination of Employment regardless of whether the Change in Control actually occurs.

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(b)Compensation in Connection With a Termination on Account of a Change in Control.  Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 3 occurs, the Company shall provide Executive with the following, provided that Executive executes and does not revoke the Release:

(i)Executive shall receive a cash payment equal to the sum of (x) three (3) times Executive’s Annual Base Salary at the rate in effect immediately before Executive’s Termination Date, (y) three (3) times Executive’s Annual Bonus, and (z) the Bonus Multiplier times Executive’s Annual Bonus. Subject to Section 24, payment shall be made in a lump sum payment within sixty (60) days after Executive’s Termination Date, provided Executive executes a Release during the sixty (60) day period and does not revoke the Release.

(ii)Executive shall receive a cash payment equal to the premium cost that Executive would have to pay, at COBRA rates as in effect on Executive’s Termination Date, to continue the Company’s medical and dental coverage for Executive and, where applicable, Executive’s spouse and dependents, if receiving such coverage on Executive’s Termination Date, for a period of thirty-six (36) months following Executive’s Termination Date.  Subject to Section 24, payment shall be made in a lump sum payment within sixty (60) days after Executive’s Termination Date, provided Executive executes a Release during the sixty (60) day period and does not revoke the Release.

(iii)All stock options and restricted stock held by Executive will become fully vested and/or exercisable, as the case may be, on the Termination Date, and all stock options shall remain exercisable after Executive’s Termination Date as set forth in the applicable option agreements with the Company.

(iv)The Company shall cover the cost of reasonable outplacement assistance services for Executive that are directly related to Executive’s Termination of Employment and are actually provided by an outplacement agency selected by Executive, in an amount not to exceed $15,000; provided, however, that the period during which the outplacement assistance services will be covered and the reimbursements paid does not extend beyond the period set forth in Treas. Reg. §1.409A-1(b)(9)(v)(E).

(v)Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of Executive’s Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

(c)Notice of Termination.  Any termination on account of this Section 3 shall be communicated by a Notice of Termination to the other Parties hereto in accordance with Section 19 hereof.

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4.Termination of Employment on Account of Disability.  Notwithstanding anything in this Agreement to the contrary, if Executive’s employment terminates on account of Disability, Executive shall be entitled to receive disability benefits under any disability program maintained by the Company that covers Executive, and Executive shall not be considered to have terminated employment under this Agreement and shall not receive benefits pursuant to Sections 2 and 3 hereof.

5.Release.  Notwithstanding the foregoing, no such payments shall be made unless Executive executes, and does not revoke, the Company’s standard written release (the “Release”) of any and all claims against the Company and all related parties with respect to all matters arising out of Executive’s employment by the Company (other than any entitlements under the terms of this Agreement or under any other plans or programs of the Company in which Executive participated and under which Executive has accrued or become entitled to a benefit) or the termination thereof.

6.Other Payments.  The payments due under Sections 2 and 3 hereof shall be in addition to and not in lieu of any payments or benefits due to Executive under any other plan, policy or program of the Company, except that no cash payments shall be paid to Executive under the Company’s then current severance pay policies.

7.Enforcement.

(a)In the event that the Company shall fail or refuse to make payment of any amounts due Executive under Sections 2, 3 and 6 hereof within the respective time periods provided therein, the Company shall pay to Executive, in addition to the payment of any other sums provided in this Agreement, interest, compounded daily, on any amount remaining unpaid from the date payment is required under Sections 2, 3 and 6, as appropriate, until paid to Executive, at the rate from time to time announced by Wells Fargo Bank, N.A. as its “prime rate” plus two percent (2%), each change in such rate to take effect on the effective date of the change in such prime rate.

(b)It is the intent of the Parties that Executive not be required to incur any expenses associated with the enforcement of Executive’s rights under Sections 2, 3 and 6 of this Agreement by arbitration, litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder.  Accordingly, the Company shall pay Executive the amount necessary to reimburse Executive in full for all expenses (including all attorneys’ fees and legal expenses) incurred by Executive in enforcing any of the obligations of the Company under this Agreement unless the lawsuit brought by Executive is determined to be frivolous by a court of final jurisdiction.

8.No Mitigation.  Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation earned by other employment or otherwise.

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9.Non-Exclusivity of Rights.  Except as provided in Section 6, nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries or affiliates and for which Executive may qualify.

10.No Set-Off.  The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against Executive or others.

11.Taxes.  Any payment required under this Agreement shall be subject to all requirements of the law with regard to the withholding of taxes, filing, making of reports and the like, and the Company shall use its best efforts to satisfy promptly all such requirements.

12.Application of Section 280G of the Code.

(a)Possible Reduction.  In the event Executive becomes entitled to any benefits or payments in the nature of compensation (within the meaning of section 280G(b)(2) of the Code) under this Agreement, or any other plan, arrangement, or agreement with the Company (the “Payments”), and such benefits or payments would (in the absence of this Section 12) be subject to the excise tax imposed by section 4999 of the Code (the “Excise Tax”), the aggregate present value of the Payments under this Agreement shall be reduced (but not below zero) to the Reduced Amount (as defined below), if reducing the Payments under this Agreement will provide Executive with a greater net after-tax amount than would be the case if no reduction was made.  The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment under this Agreement to be subject to the Excise Tax, determined in accordance with section 280G(d)(4) of the Code.  If Payments are to be reduced, the Company shall reduce the Payments under this Agreement by first reducing Payments that are payable in cash and then by reducing non-cash Payments.  Only amounts payable under this Agreement shall be reduced pursuant to this Section 12.

(b)Determinations.  All determinations to be made under this Section 12 shall be made by the Company’s independent public accounting firm as in effect immediately prior to the event that constitutes a change in control under section 280G of the Code or another independent firm selected by the Company before such event (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations to the Company and Chief Executive Officer within ten (10) business days after such event.  Any such determination by the Accounting Firm shall be binding upon the Company and Executive.

(c)Fees and Expenses.  All of the fees and expenses of the Accounting Firm in performing the determinations referred to in this Section 12 shall be borne solely by the Company.  The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations

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pursuant to this Section 12, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

13.Confidential Information.  Executive shall remain subject to the terms and conditions of Executive’s Employee Confidentiality Agreement, which shall continue in full force and effect, except as specifically modified herein.

14.Non-Competition.

(a)During the period of Executive’s employment by the Company and, if Executive’s employment with the Company terminates for any reason other that described in Section 3(a) above, for a period of one (1) year thereafter, except with the written consent of the Board, Executive shall not directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, stockholder, consultant, investor or otherwise with, or use or permit Executive’s name to be used in connection with, any person, business or enterprise which directly or indirectly engages in (i) the development of compounds, or (ii) the sale or marketing of products, that compete with the Company’s compounds or products (the “Company’s Business”).

(b)In further consideration for the Company’s promises herein, Executive agrees that for the period beginning with the termination of Executive’s employment with the Company for any reason other than that described in Section 3(a) above, and for a period of one (1) year thereafter, Executive will not:

(i)except with the prior written consent of the Board, directly or indirectly solicit, entice or induce any customer to become a customer of any other person, firm or corporation with respect to the Company’s Business or to cease doing business with the Company or its subsidiaries or affiliates, and that Executive will not approach any such person, firm or corporation for such purpose or authorize or knowingly approve, encourage or assist the taking of such actions by any other person, firm or corporation; or

(ii)directly or indirectly solicit, recruit or hire any part-time or full-time employee, representative or consultant of the Company or its subsidiaries or affiliates to work for a third party other than the Company or its subsidiaries or affiliates or engage in any activity that would cause any employee, representative or consultant to violate any agreement with the Company or its subsidiaries or affiliates.  The foregoing covenant shall not apply to any person after twelve (12) months have elapsed after the date on which such person’s employment by the Company has terminated.

(c)The foregoing restrictions shall not be construed to prohibit Executive’s ownership of less than five percent of any class of securities of any corporation which is engaged in any of the foregoing businesses and has a class of securities registered pursuant to the

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Securities Exchange Act of 1934, as amended, provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in its business, other than exercising Executive’s rights as a stockholder, or seeks to do any of the foregoing.

15.Equitable Relief.

(a)Executive acknowledges that the restrictions contained in Sections 13 and 14 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of those Sections will result in irreparable injury to the Company.  Executive represents that Executive’s experience and capabilities are such that the restrictions contained in Section 14 hereof will not prevent Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case.  Executive further represents and acknowledges that (i) Executive has been advised by the Company to consult Executive’s own legal counsel in respect of this Agreement, and (ii) that Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executive’s legal counsel.

(b)Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Sections 13 or 14 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.  In the event that any of the provisions of Sections 13 or 14 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.

(c)Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 13 or 14 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the District of Delaware, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Delaware, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Executive may have to the laying of venue of any such suit, action or proceeding in any such court.  Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 19 hereof.

16.Term of Agreement.  This Agreement shall continue in effect until the third anniversary of the Effective Date (the “Initial Term”) or Executive’s Termination of Employment, if earlier.   If Executive continues in employment, the term of the Agreement shall automatically be renewed at the end of the Initial Term, and at the end of each renewal term, for

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successive terms of one (1) year each, unless the Company provides notice to Executive at least ninety (90) days prior to the expiration of the Initial Term or any renewal term that the Agreement is not to be renewed.  Notwithstanding the foregoing, (i) this Agreement shall continue in effect for not less than two (2) years following a Change of Control occurring during the term of this Agreement and (ii) after the termination of Executive’s employment during the term of this Agreement, this Agreement shall remain in effect until all of the obligations of the Parties hereunder are satisfied or have expired.  The expiration of the term shall not, in and of itself, be deemed a termination of Executive’s employment for purposes of this Agreement, including a termination without Cause or for Good Reason.

17.Indemnification.  Executive shall be entitled to indemnification under the charter or bylaws of the Company and its affiliates, and under any director’s and officer’s insurance policies maintained by the Company and its affiliates, that provide for indemnification for Executive’s actions while a director, officer, employee, or agent of the Company or any of its affiliates, and under the Indemnification Agreement between the Executive and the Company dated March 10, 2011.

18.Successor Company.  The Company shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to Executive, to acknowledge expressly that this Agreement is binding upon and enforceable against the Company in accordance with the terms hereof, and to become jointly and severally obligated with the Company to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or successions had taken place.  Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement.  As used in this Agreement, the Company shall mean the Company as herein before defined and any such successor or successors to its business and/or assets, jointly and severally.

19.Notice.  All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service, as follows:

If to the Company, to:

Cephalon, Inc.

41 Moores Rd.

Frazer, PA 19355

Attn:

With a copy to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103-2921

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Attn:  I. Lee Falk, Esquire

If to Executive, to:

[EXECUTIVE OFFICER ADDRESS]

or to such other names or addresses as the Company or Executive, as the case may be, shall designate by notice to the other Parties hereto in the manner specified in this Section; provided, however, that if no such notice is given by the Company following a Change in Control, notice at the last address of the Company or to any successor pursuant to this Section 19 shall be deemed sufficient for the purposes hereof.  Any such notice shall be deemed delivered and effective when received in the case of personal delivery, five (5) days after deposit, postage prepaid, with the U.S. Postal Service in the case of registered or certified mail, or on the next business day in the case of overnight express courier service.

20.Contents of Agreement, Amendment and Assignment.

(a)This Agreement supersedes all prior agreements (including the Existing Agreement, which is hereby terminated, but not including the Employee Confidentiality Agreement and Indemnification Agreement referred to above) and sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Executive and executed on the Company’s behalf by a duly authorized officer.  The provisions of this Agreement may provide for payments to Executive under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof.  It is the specific intention of the Parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board.

(b)Nothing in this Agreement shall be construed as giving Executive any right to be retained in the employ of the Company, or as changing or modifying the “at will” nature of Executive’s employment status.

(c)All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties hereto, except that the duties and responsibilities of Executive and the Company hereunder shall not be assignable in whole or in part by the Company.  If Executive should die after Executive’s Termination Date and while any amount payable hereunder would still be payable to Executive hereunder if Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devises, legates or other designees or, if there is no such designee, to Executive’s estate.

21.Severability.  If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or

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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.

22.Remedies Cumulative; No Waiver.  No right conferred upon the Parties by this Agreement is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity.  No delay or omission by a party to this Agreement in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof.

23.Company Recoupment Policy.  Executive agrees that any compensation payable under the Agreement or otherwise shall be subject to any applicable recoupment or clawback policy that the Board may implement from time to time with respect to officers of the Company.

24.Section 409A.

(a)Interpretation.  Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of section 409A of the Code, to the extent applicable, and shall be interpreted to avoid any penalty sanctions under section 409A of the Code.  If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed.  All payments to be made upon termination of employment under this Agreement may only be made upon a “separation from service” under section 409A of the Code.  For purposes of section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment.  In no event may Executive, directly or indirectly, designate the calendar year of payment.  Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of Executive’s execution of the Release, directly or indirectly, result in Executive designating the calendar year of payment, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year.

(b)Payment Delay.  Notwithstanding any provision to the contrary in this Agreement, if on Executive’s Termination Date Executive is a “specified employee” (as such term is defined in section 409A(a)(2)(B)(i) of the Code and its corresponding regulations) as determined by the Company (or any successor thereto) in its sole discretion in accordance with its “specified employee” determination policy, then all cash severance payments payable to Executive under this Agreement that are deemed as deferred compensation subject to the requirements of section 409A of the Code shall be postponed for a period of six months following Executive’s “separation from service” with the Company (or any successor thereto).  The postponed amounts shall be paid to Executive in a lump sum within thirty (30) days after the date that is six (6) months following Executive’s “separation from service” with the Company (or any successor thereto). If Executive dies during such six (6)-month period and prior to payment of the postponed cash amounts hereunder, the amounts delayed on account of section 409A of the Code shall be paid to the personal representative of Executive’s estate within sixty

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(60) days after Executive’s death.  No interest shall be paid on any amounts delayed pursuant to this subsection.

(c)Reimbursements.  All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.  If expenses are incurred in connection with any tax audit or litigation, any reimbursements under the Agreement for such expenses shall be paid not later than the end of Executive’s taxable year following Executive’s taxable year in which (i) the tax audit or litigation is resolved if no taxes are paid or (ii) the taxes that are subject to such audit or litigation are remitted to the taxing authority.  Any tax gross up payments to be made hereunder shall be made not later than the end of Executive’s taxable year next following Executive’s taxable year in which the related taxes are remitted to the taxing authority.

25.Survival.  The provisions of Sections 7, 13, 14, 15, 17 and 23 shall survive termination of this Agreement.

26.Governing Law.  This Agreement shall be governed by and interpreted under the laws of the State of Delaware without giving effect to any conflict of laws provisions.

27.Miscellaneous.  All section headings are for convenience only.  This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.

	CEPHALON, INC.
Attest:	By:
	Its:
Witness	NAME:

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EX-10.4

Exhibit 10.4

AMENDMENT TO EMPLOYMENT CONTRACT

This Amendment to Employment Contract (“Amendment”) is made as of the 10th day of March, 2011 by and between Cephalon France, a Société par Actions Simplifiées (the “Company”), and Alain Aragues (“Executive”).

WHEREAS, Executive is an executive of the Company, currently serving as its Executive Vice President and President of Cephalon Europe;

WHEREAS, the Company and Executive entered into that certain Employment Contract dated December 9, 2008 and amended as of July 20, 2010 (the “Employment Contract”);

WHEREAS, the Company and Executive desire to amend and restate the Addendum to the Employment Contract (the “Prior Addendum”), which provides certain severance payments and benefits in the event that Executive’s employment is terminated as set forth below; and

WHEREAS, Executive shall be entitled to the severance payments and benefits under the amended and restated Addendum or those provided under the Employment Contract, whichever is greater.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the Company and Executive agree as follows:

1.The Employment Contract is hereby amended by replacing the Prior Addendum with the attached amended and restated Addendum.

2.In all respects not amended, the Employment Contract is hereby ratified and confirmed.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Amendment as of the date first above written.

		CEPHALON FRANCE
Attest:	/s/ Robin DeRogatis	By:	/s/ J. Kevin Buchi
		Its:	Director
		/s/ Alain Aragues
Witness		ALAIN ARAGUES

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ADDENDUM

EXECUTIVE SEVERANCE PROVISIONS

The following amended and restated Addendum is an amendment to the Employment Contract dated December 9, 2008 and amended as of July 20, 2010 (the “Employment Contract”) between Cephalon France, a Société par Actions Simplifiées (the “Company”), and Alain Aragues (“Executive”).

Executive shall not receive severance payments under both Article 12 of the Employment Contract and this Addendum.  Instead, in the event of Executive’s termination of employment with the Company and its affiliates under circumstances that allow Executive to receive severance payments, Executive shall receive severance payments under either Article 12 of the Employment Contract or this Addendum, whichever provides the greater payments.

1.Definitions.

(a)“Annual Base Salary” shall mean twelve times the greater of (i) the highest monthly base salary paid or payable (including any base salary which has been earned but deferred) to Executive by the Company and its affiliates, together with any and all salary reduction authorized amounts under any of the Company’s benefit plans or programs, or (ii) the monthly base salary paid or payable to Executive by the Company (including authorized deferrals, salary reduction amounts and any car allowance) immediately prior to Executive’s Termination Date.

(b)“Annual Bonus” shall mean one hundred percent (100%) of Executive’s target annual bonus for the year in which Executive’s Termination Date occurs, plus one hundred percent (100%) of any other bonuses Executive receives, or is entitled to receive, during the year in which Executive’s Termination Date occurs.

(c)“Board” shall mean the Board of Directors of Cephalon.

(d)“Bonus Multiplier” shall mean the quotient determined by dividing the total number of months in which Executive performed services for the Company during the calendar year in which Executive’s Termination Date occurs divided by twelve (12).

(e)“Cause” shall mean Executive has engaged in any gross misconduct or negligence (faute grave ou lourde) and in particular in any unauthorized disclosure of confidential information or trade secrets, or any other act that is materially and demonstrably detrimental to the Company.

(f)“Cephalon” shall mean Cephalon, Inc., which is a parent of the Company.

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(g)“Change in Control” shall be deemed to have occurred if any of the following events occurs:

(i)the direct or indirect acquisition by any person or related group of persons (other than Cephalon or a person that directly or indirectly controls, is controlled by, or is under common control with, Cephalon) of beneficial ownership of securities possessing more than thirty percent (30%) of the combined voting power of Cephalon’s outstanding securities;

(ii)a change in the composition of the Board over a period of twenty-four (24) months or less such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who either (x) have been Board members continuously since the beginning of such period, or (y) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in clause (x) who were still in office at the time such election or nomination was approved by the Board;

(iii)a merger or consolidation in which securities possessing more than fifty percent (50%) of the combined voting power of Cephalon’s outstanding securities are transferred to a person or persons different from the persons holding those securities immediately prior to such transaction; or

(iv)the sale, transfer or other disposition of more than seventy-five percent (75%) of Cephalon’s assets in a single or related series of transactions.

(h)“Disability” shall mean Executive is considered as disabled (incapacité) in accordance with French law.

(i)“Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Addendum relied upon, and (ii) briefly summarizes the facts and circumstances deemed to provide a basis for termination of Executive’s employment under the provision so indicated.

(j)“Termination Date” shall mean the last day of Executive’s employment with the Company.

(k)“Termination of Employment” shall mean the termination of Executive’s active employment relationship with the Company.

2.Termination of Employment Prior to a Change in Control.

(a)Termination Prior to a Change in Control.  In the event that Executive’s employment with the Company is terminated prior to a Change in Control on account of a

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termination by the Company for any reason other than Cause, death or Disability, Executive shall be entitled to the benefits provided in subsection (b) of this Section 2.

(b)Compensation Upon Termination Prior to Change in Control.  In the event a termination described in subsection (a) of this Section 2 occurs, the Company shall provide Executive with the following:

(i)Executive shall receive a cash payment equal to one and a half (1.5) times Executive’s Annual Base Salary at the rate in effect immediately before Executive’s Termination Date.  The payment shall be made in a lump sum payment within sixty (60) days after Executive’s Termination Date.

(ii)The Company shall pay Executive a pro rata bonus for the year in which Executive’s Termination Date occurs.  The pro rata bonus shall be based on the full year annual bonus that would otherwise have been payable to Executive, based upon the achievement of the applicable performance objectives, multiplied by a fraction, the numerator of which is the number of days during which Executive was employed by the Company in the year in which the Termination Date occurs and the denominator of which is 365.  The pro rata bonus shall be paid at the same time as annual bonuses are paid to other executives of the Company.

(iii)Executive shall receive a cash payment equal to the premium cost that Executive would have to pay, at the rates in effect on Executive’s Termination Date, to continue the Company’s supplementary private health insurance (“mutuelle”) for Executive and, where applicable, Executive’s spouse and dependents, if receiving such coverage on Executive’s Termination Date, for a period of eighteen (18) months following Executive’s Termination Date.  The payment shall be made in a lump sum payment within sixty (60) days after Executive’s Termination Date.

(iv)The Company shall cover the cost of reasonable outplacement assistance services for Executive that are directly related to Executive’s Termination of Employment and are actually provided by an outplacement agency selected by Executive, in an amount not to exceed US $15,000 converted into Euros at the exchange rate applicable at the Termination Date.

(v)Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of Executive’s Termination Date, payable in a lump sum, and any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

(c)Notice of Termination.  Any termination on account of this Section 2 shall be communicated by a Notice of Termination to the other Parties hereto given in accordance with Section 17 hereof.

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3.Termination of Employment on Account of a Change in Control.

(a)Termination on Account of a Change in Control.  In the event that Executive’s employment with the Company is terminated after, or in connection with, a Change in Control on account of: (i) a termination by the Company following a Change in Control for any reason other than Cause, death or Disability, or (ii) a termination by the Company (other than for Cause, death or Disability) prior to or in connection with an anticipated Change in Control at the request or direction of the acquirer involved in the Change in Control, Executive shall be entitled to the benefits provided in subsection (b) of this Section 3. If Executive is entitled to benefits described in subsection (b) of this Section 3 by reason of clause (a)(ii) above, Executive shall be entitled to such benefits upon Executive’s Termination of Employment regardless of whether the Change in Control actually occurs.

(b)Compensation in Connection With a Termination on Account of a Change in Control.  Subject to the provisions of Section 5 hereof, in the event a termination described in subsection (a) of this Section 3 occurs, the Company shall provide Executive with the following:

(i)Executive shall receive a cash payment equal to the sum of (x) three (3) times Executive’s Annual Base Salary at the rate in effect immediately before Executive’s Termination Date, (y) three (3) times Executive’s Annual Bonus, and (z) the Bonus Multiplier times Executive’s Annual Bonus.  The payment shall be made in a lump sum payment within sixty (60) days after Executive’s Termination Date.

(ii)Executive shall receive a cash payment equal to the premium cost that Executive would have to pay, at the rates in effect on Executive’s Termination Date, to continue the Company’s supplementary private health insurance (“mutuelle”) for Executive and, where applicable, Executive’s spouse and dependents, if receiving such coverage on Executive’s Termination Date, for a period of thirty-six (36) months following Executive’s Termination Date.  The payment shall be made in a lump sum payment within sixty (60) days after Executive’s Termination Date.

(iii)All stock options and restricted stock held by Executive will become fully vested and/or exercisable, as the case may be, on the Termination Date, and all stock options shall remain exercisable after Executive’s Termination Date as set forth in the applicable option agreements with the Company.

(iv)The Company shall cover the cost of reasonable outplacement assistance services for Executive that are directly related to Executive’s Termination of Employment and are actually provided by an outplacement agency selected by Executive, in an amount not to exceed US $15,000 converted into Euros at the exchange rate applicable at the Termination Date.

(v)Executive shall receive any amounts earned, accrued or owing but not yet paid to Executive as of Executive’s Termination Date, payable in a lump sum, and

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any benefits accrued or earned in accordance with the terms of any applicable benefit plans and programs of the Company.

(c)Notice of Termination.  Any termination on account of this Section 3 shall be communicated by a Notice of Termination to the other Parties hereto in accordance with Section 17 hereof.

4.Termination of Employment on Account of Disability.  Notwithstanding anything in this Addendum to the contrary, if Executive’s employment terminates on account of Disability (“incapacité”), Executive shall be entitled to receive disability benefits under any disability program maintained by the Company that covers Executive, and Executive shall not be considered to have terminated employment under this Addendum and shall not receive benefits pursuant to Sections 2 and 3 hereof.

5.Other Payments.  The payments due under Sections 2 and 3 hereof shall be in addition to and not in lieu of any payments or benefits due to Executive under any other plan, policy or program of the Company, except that no cash payments shall be paid to Executive under the Company’s then current severance pay policies and there shall be no duplication of benefits between Article 12 of the Employment Contract and this Addendum.  In the event of Executive’s termination of employment with the Company and its affiliates under circumstances that allow Executive to receive severance payments, Executive shall receive severance payments under either Article 12 of the Employment Contract or this Addendum, whichever provides the greater payments.

6.Enforcement.

(a)In the event that the Company shall fail or refuse to make payment of any amounts due Executive under Sections 2, 3 and 5 hereof within the respective time periods provided therein, the Company shall pay to Executive, in addition to the payment of any other sums provided in this Addendum, interest, compounded daily, on any amount remaining unpaid from the date payment is required under Sections 2, 3 and 5, as appropriate, until paid to Executive, at the rate from time to time announced by Wells Fargo Bank, N.A. as its “prime rate” plus two percent (2%), each change in such rate to take effect on the effective date of the change in such prime rate.

(b)It is the intent of the Parties that Executive not be required to incur any expenses associated with the enforcement of Executive’s rights under Sections 2, 3 and 5 of this Addendum by arbitration, litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Executive hereunder.  Accordingly, the Company shall pay Executive the amount necessary to reimburse Executive in full for all expenses (including all attorneys’ fees and legal expenses) incurred by Executive in enforcing any of the obligations of the Company under this Addendum.

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7.No Mitigation.  Executive shall not be required to mitigate the amount of any payment or benefit provided for in this Addendum by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation earned by other employment or otherwise.

8.Non-Exclusivity of Rights.  Except as provided in Section 5, nothing in this Addendum shall prevent or limit Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by the Company or any of its subsidiaries or affiliates and for which Executive may qualify.

9.No Set-Off.  The Company’s obligation to make the payments provided for in this Addendum and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which the Company may have against Executive or others.

10.Taxes.  Any payment required under this Addendum shall be subject to all requirements of the law with regard to the withholding of taxes, filing, making of reports and the like, and the Company shall use its best efforts to satisfy promptly all such requirements.

11.Confidential Information.  Executive shall remain subject to the terms and conditions of Executive’s Employee Confidentiality Agreement, which shall continue in full force and effect, except as specifically modified herein.

12.Non-Solicitation.   In further consideration for the Company’s promises herein, Executive agrees that for the period beginning with the termination of Executive’s employment with the Company for any reason other than that described in Section 3(a) above, and for a period of one (1) year thereafter, Executive will not, directly or indirectly solicit, recruit or hire any part-time or full-time employee, representative or consultant of the Company or its subsidiaries or affiliates to work for a third party other than the Company or its subsidiaries or affiliates or engage in any activity that would cause any employee, representative or consultant to violate any agreement with the Company or its subsidiaries or affiliates.  The foregoing covenant shall not apply to any person after twelve (12) months have elapsed after the date on which such person’s employment by the Company has terminated.

13.Equitable Relief.

(a)Executive acknowledges that the restrictions contained in Sections 11 and 12 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Addendum in the absence of such restrictions, and that any violation of any provision of those Sections will result in irreparable injury to the Company.  Executive represents that Executive’s experience and capabilities are such that the restrictions contained in Section 12 hereof will not prevent Executive from obtaining employment or otherwise earning a living at the same general level of economic benefit as is currently the case.  Executive further represents and acknowledges that (i) Executive

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has been advised by the Company to consult Executive’s own legal counsel in respect of this Addendum, and (ii) that Executive has had full opportunity, prior to execution of this Addendum, to review thoroughly this Addendum with Executive’s legal counsel.

(b)Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Sections 11 or 12 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.  In the event that any of the provisions of Sections 11 or 12 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.

(c)Executive irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 11 or 12 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in the appropriate Labour Court, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in France, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Executive may have to the laying of venue of any such suit, action or proceeding in any such court.  Executive also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 17 hereof.

14.Term of Addendum.  This Addendum shall continue in full force and effect for the duration of Executive’s employment with the Company; provided, however, that after the termination of Executive’s employment during the term of this Addendum, this Addendum shall remain in effect until all of the obligations of the Parties hereunder are satisfied or have expired.

15.Indemnification.  Executive shall be entitled to indemnification under the charter or bylaws of the Company and its affiliates, and under any director’s and officer’s insurance policies maintained by the Company and its affiliates, that provide for indemnification for Executive’s actions while a director, officer, employee, or agent of the Company or any of its affiliates, and under the Indemnification Agreement between the Executive and the Company dated March 10, 2011.

16.Successor Company.  The Company shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to Executive, to acknowledge expressly that this Addendum is binding upon and enforceable against the Company in accordance with the terms hereof, and to become jointly and severally obligated with the Company to perform this Addendum in the same manner and to the same extent that the Company would be required to perform if no such succession or successions had taken place.  Failure of the Company to obtain such agreement prior to the

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effectiveness of any such succession shall be a breach of this Addendum.  As used in this Addendum, the Company shall mean the Company as herein before defined and any such successor or successors to its business and/or assets, jointly and severally.

17.Notice.  All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service, as follows:

If to the Company, to:

Cephalon France

20 rue Charles Martigny

94704 Maisons-Alfort, France

If to Executive, to:

[Executive Officer Address]

or to such other names or addresses as the Company or Executive, as the case may be, shall designate by notice to the other Parties hereto in the manner specified in this Section; provided, however, that if no such notice is given by the Company following a Change in Control, notice at the last address of the Company or to any successor pursuant to this Section 17 shall be deemed sufficient for the purposes hereof.  Any such notice shall be deemed delivered and effective when received in the case of personal delivery, five (5) days after deposit, postage prepaid, with the U.S. Postal Service in the case of registered or certified mail, or on the next business day in the case of overnight express courier service.

18.Governing Law.  This Addendum shall be governed by and interpreted under French law.

19.Contents of Agreement, Addendum and Assignment.

(a)This Addendum supersedes the Prior Addendum and all prior agreements except the Employment Contract and the Employee Confidentiality Agreement and Indemnification Agreement referred to above and sets forth the entire understanding between the Parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Executive and executed on the Company’s behalf by a duly authorized officer.  The provisions of this Addendum may provide for payments to Executive under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof.  It is the specific intention of the Parties that the provisions of this Addendum shall supersede any provisions to the contrary in such plans, and such plans shall be deemed to have been amended to correspond with this Addendum without further action by the Company or the Board.

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(b)All of the terms and provisions of this Addendum shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the Parties hereto, except that the duties and responsibilities of Executive and the Company hereunder shall not be assignable in whole or in part by the Company.  If Executive should die after Executive’s Termination Date and while any amount payable hereunder would still be payable to Executive hereunder if Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Addendum to Executive’s devises, legates or other designees or, if there is no such designee, to Executive’s estate.

20.Severability.  If any provision of this Addendum or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Addendum which can be given effect without the invalid or unenforceable provision or application.

21.Remedies Cumulative; No Waiver.  No right conferred upon the Parties by this Addendum is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity.  No delay or omission by a Party in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof.

22.Company Recoupment Policy.  Executive agrees that any compensation payable under the Addendum and the Employment Contract or otherwise shall be subject to any applicable recoupment or clawback policy that the Board may implement from time to time with respect to officers of the Company.

23.Survival.  The provisions of Sections 6, 11, 12, 13, 15 and 22 shall survive termination of this Addendum.

24.Miscellaneous.  All section headings are for convenience only.  This Addendum may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Addendum or any counterpart hereof to produce or account for any of the other counterparts.

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Addendum as of the date first above written.

		CEPHALON FRANCE
Attest:	/s/ Robin DeRogatis	By:	/s/ J. Kevin Buchi
		Its:	Director
		/s/ Alain Aragues
Witness		ALAIN ARAGUES

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EX-99.1

Exhibit 99.1

Cephalon Appoints Charles J. Homcy, M.D. to Board of Directors

FRAZER, Pa. (March 14, 2011) — Cephalon, Inc. (Nasdaq: CEPH) announced today that Charles J. Homcy, M.D. has been appointed to its Board of Directors, effective as of March 10, 2011.

Dr. Homcy is currently a Venture Partner at Third Rock Ventures and Co-Chairman of Portola Pharmaceuticals, a privately held biotechnology firm of which he served as President and Chief Executive Officer from 2003 to 2010.  Dr. Homcy’s industry experience includes past executive positions with American Cyanamid, COR Therapeutics and Millennium Pharmaceuticals, as well as current board membership on several biopharmaceutical companies. He holds A.B. and M.D. degrees from Johns Hopkins University.  He has held academic appointments in clinical medicine at Harvard Medical School, Columbia University College of Physicians and Surgeons and the University of California, San Francisco.   Dr. Homcy has served on the editorial boards of many of the leading scientific cardiovascular journals and is the author of over 135 original publications in the field of molecular and clinical cardiology.

“We are excited to have Dr. Homcy join our Board of Directors,” said William P. Egan, Chairman, Cephalon Board. “Dr. Homcy’s broad scientific, clinical and operational expertise will be invaluable to us as we develop our rich pipeline and continue to expand our business.”

About Cephalon, Inc.

Cephalon is a global biopharmaceutical company dedicated to discovering, developing and bringing to market medications to improve the quality of life of individuals around the world. Since its inception in 1987, Cephalon has brought first-in-class and best-in-class medicines to patients in several therapeutic areas. Cephalon has the distinction of being one of the world’s fastest-growing biopharmaceutical companies, now among the Fortune 1000 and a member of the S&P 500 Index, employing approximately 4,000 people worldwide. The company sells numerous branded and generic products around the world. In total, Cephalon sells more than 150 products in nearly 100 countries. More information on Cephalon and its products is available at http://www.cephalon.com/

In addition to historical facts or statements of current condition, this press release may contain forward-looking statements. Forward-looking statements provide Cephalon’s current expectations or forecasts of future events. These may include statements regarding anticipated scientific progress on its research programs, development of potential pharmaceutical products, interpretation of clinical results, prospects for regulatory approval, manufacturing development and capabilities, market prospects for its products, sales and earnings guidance, and other statements regarding matters that are not historical facts. You may identify some of these forward-looking statements by the

use of words in the statements such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” or other words and terms of similar meaning. Cephalon’s performance and financial results could differ materially from those reflected in these forward-looking statements due to general financial, economic, regulatory and political conditions affecting the biotechnology and pharmaceutical industries as well as more specific risks and uncertainties facing Cephalon such as those set forth in its reports on Form 8-K, 10-Q and 10-K filed with the U.S. Securities and Exchange Commission. Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Therefore, you should not rely on any such factors or forward-looking statements. Furthermore, Cephalon does not intend to update publicly any forward-looking statement, except as required by law. The Private Securities Litigation Reform Act of 1995 permits this discussion.

Contacts

Media:

Natalie de Vane

Senior Director, Corporate Communications & Public Affairs

610.727.6536

Investors:

Chip Merritt

VP, Investor Relations

610.738.6376

SOURCE: Cephalon, Inc.

EX-99.2

Exhibit 99.2

FINAL — For Immediate Release

Court Rules on First Set of Patents in FENTORA Litigation

FRAZER, Pa. — On March 11, 2011, the United States District Court for the District of Delaware issued a decision as to a portion of the patent litigation brought by Cephalon Inc., (“Cephalon”) and its wholly-owned subsidiary CIMA Labs, Inc., (“CIMA”) against Watson Pharmaceuticals, Inc., and its wholly-owned subsidiary Watson Laboratories, Inc., (collectively “Watson”) pertaining to Cephalon’s FENTORA® fentanyl buccal tablet product.  The Court ruled in Watson’s favor on two of the three patents at issue in the case.  The Court has yet to rule on the third patent.

“This decision does not resolve the litigation,” said Jerry Pappert, Cephalon’s Executive Vice President and General Counsel.  “We remain confident in the strength of our claims with respect to the third patent.  In the interim, we are reviewing the court’s opinion with respect to the first two patents and are evaluating our options, including an appeal.”

About Cephalon, Inc.

Cephalon is a global biopharmaceutical company dedicated to discovering, developing and bringing to market medications to improve the quality of life of individuals around the world. Since its inception in 1987, Cephalon has brought first-in-class and best-in-class medicines to patients in several therapeutic areas. Cephalon has the distinction of being one of the world’s fastest-growing biopharmaceutical companies, now among the Fortune 1000 and a member of the S&P 500 Index, employing approximately 4,000 people worldwide. The company sells numerous branded and generic products around the world. In total, Cephalon sells more than 150 products in nearly 100 countries. More information on Cephalon and its products is available at http://www.cephalon.com/

Cephalon Forward-Looking Statement

In addition to historical facts or statements of current condition, this press release may contain forward-looking statements. Forward-looking statements provide Cephalon’s current expectations or forecasts of future events. These may include statements regarding anticipated scientific progress on its research programs, development of potential pharmaceutical products, interpretation of clinical results, prospects for regulatory approval, manufacturing development and capabilities, market prospects for its products, sales and earnings guidance, and other statements regarding matters that are not historical facts. You may identify some of these forward-looking statements by the use of words in the statements such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” or other words and terms of similar meaning. Cephalon’s performance and financial results could differ materially from those reflected in these forward-looking statements due to general financial, economic, regulatory and political conditions affecting the biotechnology and pharmaceutical industries as well as more specific risks and uncertainties facing Cephalon such as those set forth in its reports on Form 8-K, 10-Q and 10-K filed with the U.S. Securities and Exchange Commission. Given these risks

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and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Therefore, you should not rely on any such factors or forward-looking statements. Furthermore, Cephalon does not intend to update publicly any forward-looking statement, except as required by law. The Private Securities Litigation Reform Act of 1995 permits this discussion.

###

Contacts:

Media

Fritz Bittenbender

O: 610 883-5855

C: 610-457-7041

fbittenb@cephalon.com

Natalie de Vane

C: 610 999-8756

ndevane@cephalon.com

Investors

Robert (Chip) Merritt
610-738-6376
cmerritt@cephalon.com

SOURCE: Cephalon, Inc.

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