Exhibit 10.5(j)**
[LETTERHEAD OF CEPHALON, INC. APPEARS HERE]
January 21, 1998
Genelco S.A.
0 Xxxxx xx Xxxxxxxx
0000 Xxxxxxxx
Xxxxxxxxxxx
Re: Amendment No. 3 to Trademark License Agreement
Gentlemen:
This letter shall serve as an amendment to that certain Trademark Agreement
dated as of January 20, 1993, as amended (the "Trademark Agreement"), between
Cephalon, Inc. (hereinafter "Cephalon") and Genelco S.A. (hereinafter
"Genelco"). Unless otherwise defined herein, all capitalized terms shall have
the meanings ascribed to them in the Trademark Agreement.
Under the terms of the Trademark Agreement, Genelco granted Cephalon a
license, with the right to sublicense to a Japanese company, to use a trademark
in connection with the commercialization in Japan of products containing the
drug substance "modafinil" (the "Compound"). As required under the terms of the
Trademark Agreement, Nippon Shoji will select a trademark for the Product to be
used in Japan, and will allow said trademark to be registered in the name of
Genelco S.A. In accordance with the terms of the Trademark Agreement, and on
behalf of Nippon Shoji, Cephalon shall pay Genelco S.A. an amount equal to [*]
percent ([*]) of Net Sales of Product in Japan by Nippon Shoji, subject to the
withholding of any tax as required under law.
* THE CONFIDENTIAL MATERIAL CONTAINED HEREIN HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY
WITH THE COMMISSION.
** Certain portions of this exhibit have been omitted based upon a request for
confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.
Please indicate your consent to the arrangement described above, and your
agreement with the other terms, conditions and clarifications set forth above,
by signing this letter in the space provided below, and return an executed copy
to us at your earliest convenience.
CEPHALON, INC.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
GENELCO S.A.
By: /s/ [SIGNATURE ILLEGIBLE]
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