Share Purchase Agreement dated January 31, 2010 betweenShare Purchase Agreement • April 14th, 2010 • Cephalon Inc • Pharmaceutical preparations
** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
Dated April 8, 2010 ACCESSION AGREEMENT to a Share Purchase Agreement dated January 31, 2010 between Mepha Holding AG and Cephalon, Inc. regarding the sale and purchase of all shares of Mepha AGAccession Agreement • April 14th, 2010 • Cephalon Inc • Pharmaceutical preparations
The parties to this Accession Agreement agree that upon execution hereof which has occurred prior to the Closing (as defined in the SPA) Cephalon Luxembourg S.a.r.l. hereby accedes to the Share Purchase Agreement (the “SPA”) between Mepha Holding AG and Cephalon, Inc., dated January 31, 2010, regarding the sale and purchase of all shares of Mepha AG and hereby assumes the same rights and obligations Cephalon, Inc. has as Buyer (as defined in the SPA) under the SPA. For the avoidance of doubt, notwithstanding this Accession Agreement, Cephalon, Inc. shall continue to be fully bound under the SPA.
