Convertible Note Hedge. Upon the occurrence of a Conversion Event (as defined below), (i) Party A shall deliver to Party B the number of Shares (as defined below) that Party B is obligated to deliver to the holders of the Reference Notes (as defined below) with respect to such Conversion Event and (ii) Party B shall pay to Party A the Redemption Equivalent Amount (as defined below) with respect to such Conversion Event. Alternatively, Party B may elect Net Cash Settlement or Net Share Settlement (each as defined below). Trade Date: June 6, 2003 Settlement Date: For each Conversion Event as to which Physical Settlement applies, subject to the provisions of Section 6 below, the related Conversion Event Settlement Date. For each other Conversion Event, subject to the provisions of Section 6 below, the thirtieth (30th) Exchange Business Day following the related Conversion Event. Seller: Party A Buyer: Party B Calculation Agent: Party A, whose determinations and calculations shall be binding in the absence of manifest error. The Calculation Agent will have no responsibility for good faith errors or omissions in making any determination or calculation as provided herein. Reference Notes: The Zero Coupon Convertible Subordinated Notes due June 15, 2033 (the "Maturity Date"), first putable on June 15, 2008 and issued by Cephalon, Inc. (the "Issuer") on June 11, 2003 pursuant to the Note Indenture (as defined below) with an original principal amount of $375,000,000. Conversion Event: Each conversion of any Reference Note into Shares pursuant to the terms of the Note Indenture (the principal amount of Reference Notes so converted, the "Conversion Amount" with respect to such Conversion Event).

Convertible Note Hedge. Subject in all cases to the paragraph below, upon the occurrence of a Conversion Event (as defined below), Deutsche shall deliver to Counterparty the number of Shares (as defined below), calculated exclusive of (a) any Make Whole Premium (as defined in the Note Indenture) and (b) any additional Shares paid by Counterparty to holders in connection with an election by the Issuer to increase the Conversion Rate (as such term is defined in the Note Indenture) pursuant to Section 5.08 or Section 5.13 of the Note Indenture, that Counterparty is obligated to deliver to the holders of the Reference Notes (as defined below) with respect to such Conversion Event. Notwithstanding anything to the contrary herein, in the Agreement or in any other agreement between the parties hereto, in no event shall Deutsche be required to deliver Shares to Counterparty pursuant to this Confirmation in connection with any Conversion Event to the extent that Deutsche (or a permitted transferee or assignee of Deutsche under the Pre-Existing Confirmation (as defined below)) is required to deliver Shares to Counterparty in connection with such Conversion Event pursuant to the terms of the Confirmation (the “Pre-Existing Confirmation”) dated as of June 2, 2005 between Deutsche and Counterparty, which sets forth the terms and conditions of a convertible note hedge transaction entered into between Deutsche and Counterparty. Trade Date: June 28, 2005 Settlement Date: Subject in all events to the second paragraph opposite the caption “Transaction Type” above and the provisions of Section 6 below, for each Conversion Event, the related Conversion Event Settlement Date. Seller: Deutsche Buyer: Counterparty

Convertible Note Hedge. Upon the occurrence of a Conversion Event (as defined below), (i) Party A shall deliver to Party B the number of Shares (as defined below) that Party B is obligated to deliver to the holders of the Reference Notes (as defined below) with respect to such Conversion Event and (ii) Party B shall pay to Party A the Redemption Equivalent Amount (as defined below) with respect to such Conversion Event. Alternatively, Party B may elect Net Cash Settlement or Net Share Settlement (each as defined below). Trade Date: December 17, 2003 Settlement Date: Subject to the provisions of Section 6 below, for each Conversion Event for which Party A receives the related Conversion Notice prior to the Settlement Cutoff Date, (i) if Physical Settlement applies, the date on which the Issuer delivers Shares to the related converting holders of Reference Notes and (ii) if Net Cash Settlement or Net Share Settlement applies, the third Exchange Business Day following the related Reference Price Period. Subject to the provisions of Section 6 below, for each Conversion Event for which Party A receives the related Conversion Notice on or following the Settlement Cutoff Date, the Expiration Date. Seller: Party A Buyer: Party B Calculation Agent: Party A. The definition of "Calculation Agent" in the Equity Definitions shall be amended by deleting the second sentence thereof and replacing it with the following: "Whenever a Calculation Agent acts or makes any determination, it will do so in good faith and in a reasonable manner. In the event of a good faith error, and upon becoming or being made aware of such error, the Calculation Agent shall promptly correct such error (and shall not be liable for any error promptly corrected for any amounts greater than the actual cost of such error)."

Convertible Note Hedge. Upon the occurrence of a Conversion Event (as defined below), Deutsche shall deliver to Counterparty the number of Shares (as defined below), calculated exclusive of (a) any Make Whole Premium (as defined in the Note Indenture) and (b) any additional Shares paid by Counterparty to holders in connection with an election by the Issuer to increase the Conversion Rate (as such term is defined in the Note Indenture) pursuant to Section 5.08 or Section 5.13 of the Note Indenture, that Counterparty is obligated to deliver to the holders of the Reference Notes (as defined below) with respect to such Conversion Event. Trade Date: June 2, 2005

Related to Convertible Note Hedge

Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.
Convertible Note 9 Section 3.8
Note Purchase Agreement The conditions precedent to the obligations of the Applicable Pass Through Trustees and the other requirements relating to the Aircraft and the Equipment Notes set forth in the Note Purchase Agreement shall have been satisfied.
Secured Cash Management Agreements and Secured Hedge Agreements Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of a Facility Termination Date.
Promissory Notes Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its permitted registered assigns) and in a form attached hereto as Exhibit C. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its permitted registered assigns).
Purchase Agreements On the date of this Agreement, the Company and the Sponsor have executed and delivered to the Underwriters a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Sponsor Purchase Agreement”), pursuant to which the Sponsor will, among other things, on the Closing Date, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Sponsor as described in Section 1.4.2, and as provided for in such Sponsor Purchase Agreement. The Company and the Representative shall have executed and delivered a Private Placement Units Purchase Agreement, the form of which is annexed as an exhibit to the Registration Statement (the “Representative Purchase Agreement” and together with the Sponsor Purchase Agreement, the “Purchase Agreements”), pursuant to which the Representative will, among other things, on the Closing Date and Option Closing Date, if any, consummate the purchase of and deliver the purchase price for the Private Placement Units to be sold to the Representative as described in Section 1.4.2 and as provided for in such Representative Purchase Agreement. Pursuant to the Purchase Agreements, (i) each of the Sponsor and the Representative have waived any and all rights and claims they may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Private Placement Units, and (ii) certain of the proceeds from the sale of the Private Placement Units and certain of the proceeds from the sale of the Option Private Placement Units, if any, will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and Option Closing Date (if any) as provided for in the Purchase Agreements.
Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.
Securities Purchase Agreement This Agreement and the transactions contemplated hereby have been duly and validly authorized by the Company, this Agreement has been duly executed and delivered by the Company and this Agreement, when executed and delivered by the Company, will be, a valid and binding agreement of the Company enforceable in accordance with its terms, subject as to enforceability to general principles of equity and to bankruptcy, insolvency, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally.
Repurchase Agreements With respect to all agreements pursuant to which the Company or any of its Subsidiaries has purchased securities subject to an agreement to resell, if any, the Company or any of its Subsidiaries, as the case may be, has a valid, perfected first lien or security interest in the government securities or other collateral securing the repurchase agreement, and, as of the date hereof, the value of such collateral equals or exceeds the amount of the debt secured thereby.
Securities Contract; Swap Agreement The parties hereto intend for (i) the Transaction to be a “securities contract” and a “swap agreement” as defined in the Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”), and the parties hereto to be entitled to the protections afforded by, among other Sections, Sections 362(b)(6), 362(b)(17), 546(e), 546(g), 555 and 560 of the Bankruptcy Code, (ii) a party’s right to liquidate the Transaction and to exercise any other remedies upon the occurrence of any Event of Default under the Agreement with respect to the other party to constitute a “contractual right” as described in the Bankruptcy Code, and (iii) each payment and delivery of cash, securities or other property hereunder to constitute a “margin payment” or “settlement payment” and a “transfer” as defined in the Bankruptcy Code.

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