0001104659-07-010313 Sample Contracts

AGREEMENT OF APPOINTMENT AND JOINDER AND AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED RIGHTS AGREEMENT
Agreement • February 13th, 2007 • Cephalon Inc • Pharmaceutical preparations

This Agreement of Appointment and Joinder and Amendment No. 1 to the Amended and Restated Rights Agreement dated as of October 27, 2003, by and between Cephalon, Inc., a Delaware corporation with offices at 41 Moores Road, Frazer, PA 19355 (the “Company”), and StockTrans, Inc. (“StockTrans”), as the same may be amended from time to time (the “Rights Agreement”), is entered into as of February 9, 2007 by and between the Company and American Stock Transfer & Trust Company, a New York banking corporation with offices at 59 Maiden Lane, New York, NY 10038 (“AST”).

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