Exhibit 10.5(r)
July 31, 2000
Genelco S.A.
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Re: Amendment No. 7 to Trademark Agreement
Gentlemen:
This letter agreement shall serve as an amendment to the Trademark
Agreement dated January 20, 1993, as amended (the "Trademark Agreement") between
Cephalon, Inc. ("Cephalon") and Genelco S.A. ("Genelco") and shall be effective
as of the date hereof. All capitalized terms not otherwise defined or amended
shall have the same meaning as the defined terms in the Trademark Agreement.
1. Genelco agrees to file trademark applications for the ▇▇▇▇ PROVIGIL
Plus Logo, attached as Exhibit A, in the following countries at its
expense: Ireland, Italy, Japan, Mexico, countries of Central and
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, and the United
States. Genelco agrees to diligently prosecute these applications
and maintain the resulting registrations at its expense.
2. Genelco grants Cephalon an exclusive license to use the PROVIGIL
Plus Logo ▇▇▇▇ in connection with the Licensed Product in the
Territory, according to the same terms as the Trademark Agreement.
3. Genelco agrees that it will not grant licenses to use the PROVIGIL
Plus Logo ▇▇▇▇ to any third parties anywhere in the world, without
Cephalon's prior written consent.
4. In the event that the Cephalon and Genelco terminate the Trademark
Agreement, Genelco agrees that Cephalon will own all right, title
and interest in the Logo portion of the PROVIGIL Plus Logo ▇▇▇▇ and
Genelco will assign its interest in the Logo portion of the ▇▇▇▇ and
the associated goodwill to Cephalon.
5. Cephalon and Genelco agree to execute and deliver at a future date
any additional documents that may be necessary to perfect the intent
of this Amendment.
Genelco S.A.
Amendment No. 9
July 31, 1999
Page 2
6. Cephalon and Genelco hereby restate their respective representations
and warranties made in the Trademark Agreement, as amended pursuant
to this letter agreement.
7. 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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇. Vice President,
General Counsel & Secretary
Accepted and Agreed by Genelco S.A.
GENELCO, S.A.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Date: 10/13/00
