EXHIBIT 10.1
Amendment to Consulting Agreement
This Amendment to Consulting Agreement (the "Amendment") is entered
into as of April 1, 2002, by and between Cephalon, Inc., a Delaware corporation
("Cephalon") and Xxxxxx X. Xxxxxxxxx ("Consultant").
WHEREAS, Cephalon and Consultant have previously entered into a
Consulting Agreement (the "Consulting Agreement") dated as of October 1, 2001;
WHEREAS, pursuant to the Consulting Agreement the Consultant has
provided Cephalon with valuable consulting services in connection with
Cephalon's acquisition of the French pharmaceutical company Laboratoire X.
Xxxxx;
WHEREAS, Cephalon is considering undertaking other strategic
transactions that would expand its presence in Europe; and
WHEREAS, Consultant has substantial expertise in the pharmaceutical
industry, particularly in Europe.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, and intending to be bound legally hereby, Cephalon and Consultant hereby
agree as follows:
1. Amendments. The Consulting Agreement is hereby amended as follows, effective
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as of the date set forth above:
1.1. Section 2. Section 2 is hereby amended to extend the initial term of the
Consulting Agreement until December 31, 2002.
1.2 Section 6. Section 6 is hereby amended to provide that either Cephalon or
Consultant may terminate the Consulting Agreement for any reason whatsoever by
providing to the other thirty (30) days prior written notice of such
termination.
1.3 Exhibit A. Exhibit A is hereby amended by deleting existing Exhibit A in
its entirety and replacing it with the attached Exhibit A.
2. Other Matters.
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2.1 Except as amended hereby, the Consulting Agreement shall remain in full
force and effect.
2.2 This Amendment shall be binding on the parties and their respective
successors and assigns.
2.3 This Amendment shall be governed and interpreted in accordance with the
laws of the State of Delaware, without giving effect to any conflict of laws
provisions.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
CEPHALON, INC.
By: /s/ Xxxxx Xxxxxxx, Xx., Ph.D.
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Name: Xxxxx Xxxxxxx, Xx., Ph.D.
Title: Chairman and Chief Executive Officer
XXXXXX X. XXXXXXXXX
By: /s/ Xxxxxx X. Xxxxxxxxx
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Exhibit A
Description of Consulting Services and Compensation
Scope of Services: Consultant shall provide consulting services as
requested relating to the possible expansion of
Cephalon's European Operations.
Compensation: Cephalon shall pay Consultant a total of $19,200
per month as compensation for the Services as well
as travel, hotel, and meal expenses.
Schedule of Payments: Cephalon shall pay Consultant twice each month
during the term of this Agreement.
Please send all invoices to: Cephalon, Inc.
Attn: Accounts Payable
000 Xxxxxxxxxx Xxxxxxx
Xxxx Xxxxxxx, XX 00000
