0001047469-04-007646 Sample Contracts

Manufacturing Services Agreement January 1, 2003
Manufacturing Services Agreement • March 12th, 2004 • Cephalon Inc • Pharmaceutical preparations • New York

THIS AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), and intending to be legally bound the parties agree as follows:

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LEASE AMENDMENT "8"
Cephalon Inc • March 12th, 2004 • Pharmaceutical preparations

THIS AMENDMENT is attached to and hereby forms a part of that certain LEASE ("Lease") made the 1 st day of December, 1994, by and between Green, Praver Et AI ("Landlord") and Anesta Corp., a Delaware Corporation.

LEASE AMENDMENT "3"
Cephalon Inc • March 12th, 2004 • Pharmaceutical preparations

THIS AMENDMENT is attached to and hereby forms a part of that certain LEASE ("Lease") made the 1st day of December, 1994, by and between Green, Praver Et Al ("Landlord") and Anesta Corp., a Delaware Corporation ("Tenant").

LEASE AMENDMENT "5"
Cephalon Inc • March 12th, 2004 • Pharmaceutical preparations

THIS AMENDMENT is attached to and hereby forms a part of that certain LEASE ("Lease") made the 1st day of December, 1994, by and between Green, Praver Et Al ("Landlord") and Anesta Corp., a Delaware Corporation.

LEASE AMENDMENT "6"
Cephalon Inc • March 12th, 2004 • Pharmaceutical preparations

THIS AMENDMENT is attached to and hereby forms a part of that certain LEASE ("Lease") made the 1st day of December, 1994, by and between Green, Praver Et Al ("Landlord") and Anesta Corp., a Delaware Corporation.

LEASE AMENDMENT "2"
Cephalon Inc • March 12th, 2004 • Pharmaceutical preparations

THIS AMENDMENT is attached to and hereby forms a part of that certain LEASE ("Lease") made the 1st day of December, 1994, by and between Green, Praver Et Al ("Landlord") and Anesta Corp., a Delaware Corporation ("Tenant").

LEASE AMENDMENT "9"
Cephalon Inc • March 12th, 2004 • Pharmaceutical preparations

THIS AMENDMENT is attached to and hereby forms a part of that certain LEASE ("Lease") made the 1 st day of December, 1994, by and between Green, Praver Et AI ("Landlord") and Anesta Corp., a Delaware Corporation. WHEREAS, Tenant and Landlord desire to memorialize their understanding and to amend the Lease consistent therewith. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Tenant and Landlord agree as follows:

LEASE AMENDMENT "1"
Cephalon Inc • March 12th, 2004 • Pharmaceutical preparations

THIS AMENDMENT is attached to and hereby forms a part of that certain LEASE ("Lease") made the 1st day of December, 1994, by and between Green, Praver Et Al ("Landlord") and Anesta Corp., a Delaware Corporation.

Amendment No. 5 to Toll Manufacturing and Packaging Agreement
Cephalon Inc • March 12th, 2004 • Pharmaceutical preparations

This letter is to confirm our agreement to amend the Toll Manufacturing and Packaging Agreement dated as of August 24, 1999, as amended by Amendment No.1 dated July 3, 2001, by Amendment No. 2 dated October 9, 2001, by Amendment No. 3 dated June 21, 2002, and by Amendment No. 4 dated April 28, 2003 (collectively, the "Agreement"), between Cephalon, Inc. ("Cephalon") and DSM Pharmaceuticals, Inc. ("DSM"). All terms not otherwise defined herein are used as defined in the Agreement.

Amendment No. 4 to Toll Manufacturing and Packaging Agreement Dear Ms. Briley:
Cephalon Inc • March 12th, 2004 • Pharmaceutical preparations

This letter is to confirm our understanding concerning an amendment to be made with respect to the Toll Manufacturing and Packaging Agreement dated as of August 24, 1999, as amended by Amendment No.1 dated July 3, 2001, by Amendment No. 2 dated October 9, 2001, and by Amendment No. 3 dated June 21, 2002 (the "Agreement"), between Cephalon, Inc. ("Cephalon") and DSM Pharmaceuticals, Inc. ("DSM"). All terms not otherwise defined herein are used as defined in the Agreement.

LEASE AMENDMENT "4"
Cephalon Inc • March 12th, 2004 • Pharmaceutical preparations • Delaware

THIS AMENDMENT is attached to and hereby forms a part of that certain LEASE ("Lease") made the 1st day of December, 1994, by and between Green, Praver Et Al ("Landlord") and Anesta Corp., a Delaware Corporation ("Tenant"). WHEREAS, Tenant and Landlord desire to memorialize their understanding and to amend the Lease consistent therewith,

LEASE AMENDMENT "7"
Cephalon Inc • March 12th, 2004 • Pharmaceutical preparations

THIS AMENDMENT is attached to and hereby forms a part of that certain LEASE ("Lease") made the 1st day of December, 1994, by and between Green, Praver Et Al ("Landlord") and Anesta Corp., a Delaware Corporation.

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