0001047469-05-006580 Sample Contracts

SALE AND PURCHASE AGREEMENT
Sale and Purchase Agreement • March 15th, 2005 • Cephalon Inc • Pharmaceutical preparations

SANOFI-SYNTHELABO FRANCE, a French corporation (société anonyme) with a capital of 12,688,000 euros, having its principal office at 1-13 Boulevard Romain Rolland, 75014 Paris, registered in the Paris Trade and Companies Register under number 403 335 904, represented by Mr. Christian Lajoux and Mr. Didier Blondel, respectively President and Managing Director, and Finance Director of said company.

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First Amendment to Toll Manufacturing And Packaging Agreement By and Between Abbott Laboratories and Cephalon, Inc.
Toll Manufacturing and Packaging Agreement • March 15th, 2005 • Cephalon Inc • Pharmaceutical preparations

THIS AMENDMENT is entered into as of the 1 day of October 2004, by and between Abbott Laboratories (“ABBOTT”) and Cephalon, Inc. (“CEPHALON”), and amends that certain Toll Manufacturing And Packaging Agreement dated October 31, 2000 (the “Agreement”).

CONSENT TO SUBLEASE
Consent to Sublease • March 15th, 2005 • Cephalon Inc • Pharmaceutical preparations • Pennsylvania

This Consent to Sublease (this “Agreement”) is executed as of April 2, 2004 between the Multi-Employer Property Trust, a trust organized under 12 C.F.R. Section 9.18 (“Landlord”), Systems & Computer Technology Corporation, a Delaware corporation (“Tenant”) and Cephalon, Inc., a Delaware corporation (“Subtenant”).

OFFICE LEASE WESTBROOK CORPORATE CENTER
Office Lease • March 15th, 2005 • Cephalon Inc • Pharmaceutical preparations • Pennsylvania
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