0001047469-03-018828 Sample Contracts

MASTER AGREEMENT dated as of January 22, 2003
Master Agreement • May 15th, 2003 • Cephalon Inc • Pharmaceutical preparations • New York

Credit Suisse First Boston and Cephalon Inc. have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions.

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CREDIT SUISSE FIRST BOSTON INTERNATIONAL
Cephalon Inc • May 15th, 2003 • Pharmaceutical preparations • New York

The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Transaction entered into between Party A and Party B on the Trade Date specified below (the "Transaction") on the terms set out below. This Confirmation constitutes a "Confirmation" as referred to in the Agreement specified below.

CREDIT SUPPORT ANNEX to the Schedule to the
Master Agreement • May 15th, 2003 • Cephalon Inc • Pharmaceutical preparations

This Annex supplements, forms part of, and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party.

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