Exhibit 10.5(k)
February 9, 1998
Genelco S.A.
0 Xxxxx xx Xxxxxxxx
0000 Xxxxxxxx
Xxxxxxxxxxx
Re: Amendment No. 4 to Trademark Agreement
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Gentlemen:
This letter agreement shall serve as an amendment to the Trademark
Agreement dated January 20, 1993, as amended prior to the date hereof (the
"Trademark Agreement") between Cephalon, Inc. ("Cephalon") and Genelco S.A.
("Genelco"). All capitalized terms not otherwise defined herein shall be used as
defined in the Trademark Agreement.
1. The term "Territory," for all purposes under the Trademark Agreement
is hereby expanded to include the Republics of Italy and San Marino
(collectively, "Italy").
2. All trademark applications and registered trademarks related to
Licensed Products and/or the Compound, including the xxxx "Provigil",
that are or will be filed in the Territory are hereby licensed to
Cephalon under the Trademark Agreement.
3. For and in consideration of the expansion of the Territory to include
Italy under this Amendment No. 4 (and in addition to any compensation
payable under the Trademark Agreement with respect to other countries
in the Territory), Cephalon will pay to Genelco, pursuant to Article
III(1) of the Trademark Agreement, a royalty with respect to Net Sales
of a Licensed Product in Italy that will be calculated at the rate of
[*] of such Net Sales.
4. Each of Cephalon and Genelco hereby restates its respective
representations and warranties made in the Trademark Agreement, as
amended pursuant to this letter agreement.
5. Except as modified by this letter agreement, all provisions of the
Trademark Agreement are confirmed to be and shall remain in full force
and effect.
* THE CONFIDENTIAL MATERIAL CONTAINED HEREIN
HAS BEEN OMITTED AND HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.
Genelco S.A.
Amendment No. 4
February 9, 1998
Page 2
If the foregoing is acceptable, please indicate your agreement in the space
provided below.
CEPHALON, INC.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx, Xx., Ph.D.
President and Chief Executive Officer
Accepted and agreed to this
23/rd/ day of February, 1998.
GENELCO S.A.
By: /s/ [SIGNATURE ILLEGIBLE]
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