Exhibit 99.2*
[LETTERHEAD OF CEPHALON, INC. APPEARS HERE]
August 23, 1995
Genelco S.A.
0 Xxxxx xx Xxxxxxxx
0000 Xxxxxxxx
Xxxxxxxxxxx
Re: Amendment No. 2 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").
1. All capitalized terms not otherwise defined herein shall be used as
defined in the Trademark Agreement.
2. The term "Territory," for all purposes under the Trademark Agreement
is hereby expanded to include Japan.
3. The following trademark applications and registered trademarks
related to Licensed Products and/or the Compound, are or will be
filed in the Territory and are hereby licensed to Cephalon under the
Trademark Agreement:
PROVIGIL
United States: Application No. 74/507,491
United Kingdom: Registration No. 1,566,855
Japan: Application No. 6-101738
Ireland: Application Xx. 0000/00
Xxxxxx: Application No. 212,921
4. For and in consideration of the expansion of the Territory to include
Japan under this Amendment No. 2 (and in addition to any compensation payable
under the Trademark Agreement with respect to other countries in the Territory),
Cephalon will pay to Genelco, pursuant to Article III(1) of the Trademark
Agreement, a royalty with respect to Net Sales of a Licensed Product in Japan
that will be calculated at the rate of [**]% of such Net Sales.
* Certain portions of this exhibit have
been omitted based upon a request for
confidential treatment that has been filed
with the Commission. The omitted portions
have been filed separately with the
Commision.
** The confidential material contained
herein has been omitted and has been
separately filed with the Commission.
Genelco S.A.
Amendment No. 2
August 23, 1995
Page 2
5. Each of Cephalon and Genelco hereby restates its respective
representations and warranties made in the Trademark Agreement, as
amended pursuant to this letter agreement.
6. Except as modified by this letter agreement, all provisions of the
Trademark Agreement are confirmed to be and shall remain in full
force and effect.
If the foregoing is acceptable, please indicate your agreement in the
space provided below.
CEPHALON, INC.
By: /s/ Xxxxx Xxxxxxx, Xx.
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Xxxxx Xxxxxxx, Xx., Ph.D.
President and Chief Executive
Officer
Accepted and agreed to this
___ day of August, 1995.
GENELCO S.A.
By: /s/ [SIGNATURE ILLEGIBLE]
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