EXHIBIT 2.1 TRANSLATION FROM FRENCH FOR INFORMATION ONLY SHARE PURCHASE AGREEMENT DATED DECEMBER 3, 2001 AMONG THE UNDERSIGNED Mr. Francois Lafon, an individual born in Paris on October 27, 1944, residing at 41, avenue Foch - 75116 Paris, France Ms....Cephalon Inc • January 10th, 2002 • Pharmaceutical preparations
RECITALSAgreement and Plan of Merger • July 21st, 2000 • Cephalon Inc • Pharmaceutical preparations • Delaware
Exhibit 10.5b LABORATOIRE L. LAFON - CEPHALON LICENSE AGREEMENT - OUTLINE Parties Background ARTICLE I - Definitions 1. Territory 2. Patents - Appendix A 3. Licensed Product 4. Combination Product 5. Improvements 6. Net Sales 7. Technical Information...License Agreement • August 16th, 1999 • Cephalon Inc • Pharmaceutical preparations
August 23, 1995 Genelco S.A. 8 Route de Beaumont 1701 Fribourg Switzerland Re: Amendment No. 2 to Trademark Agreement -------------------------------------- Gentlemen: This letter agreement shall serve as an amendment to the Trademark Agreement dated...Letter Agreement • July 19th, 1999 • Cephalon Inc • Pharmaceutical preparations
FIRST AMENDMENT TO AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • August 2nd, 2000 • Cephalon Inc • Pharmaceutical preparations • Delaware
EXHIBIT 10.2 FORM OF EXECUTIVE SEVERANCE AGREEMENT BETWEEN CEPHALON, INC. AND CERTAIN EXECUTIVES Executive Title --------- ----- Paul Blake, FRCP Sr. Vice President, Clinical Research & Regulatory Affairs J. Kevin Buchi Sr. Vice President and Chief...Severance Agreement • August 13th, 2002 • Cephalon Inc • Pharmaceutical preparations • Delaware
as Issuer ANDCephalon Inc • June 4th, 2001 • Pharmaceutical preparations • New York
ANNEX IV TO NOTE PURCHASE AGREEMENT SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of the 1st day of March, 1999, made by Cephalon, Inc., a Delaware corporation ("Grantor"), to Delta Opportunity Fund, Ltd., as collateral agent (in such capacity,...Security Agreement • March 4th, 1999 • Cephalon Inc • Pharmaceutical preparations • New York
ANNEX II TO NOTE PURCHASE AGREEMENT NEITHER THIS WARRANT NOR ISSUANCE OF THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF TO THE HOLDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED OR REGISTERED UNDER STATE SECURITIES OR BLUE SKY...Note Purchase Agreement • March 4th, 1999 • Cephalon Inc • Pharmaceutical preparations • New York
ISDA(R) International Swap Dealers Association, Inc.Master Agreement • April 9th, 1997 • Cephalon Inc • Pharmaceutical preparations • New York
INDENTURE DATED AS OF DECEMBER 11, 2001 STATE STREET BANK AND TRUST COMPANY, AS TRUSTEEIndenture • February 14th, 2002 • Cephalon Inc • Pharmaceutical preparations • New York
Exhibit 10.5a LABORATOIRE L. LAFON - CEPHALON SUPPLY AGREEMENT BETWEEN: CEPHALON, INC., a Delaware corporation, with its head office and principal place of business at 145 Brandywine Parkway, West Chester, PA 19380, U.S.A. (hereinafter called...Supply Agreement • August 16th, 1999 • Cephalon Inc • Pharmaceutical preparations
NOVARTIS PHARMACEUTICALS UK LIMITED DISTRIBUTION AGREEMENTDistribution Agreement • March 30th, 2001 • Cephalon Inc • Pharmaceutical preparations • England
andRights Agreement • January 20th, 1999 • Cephalon Inc • Pharmaceutical preparations • Delaware
Exhibit 10.5(i)** [LOGO OF CEPHALON APPEARS HERE] February 2, 1998 Laboratoire L. Lafon 19 Avenue du Professeur-Cadiot 94701 Maisons Alfort France RE: Amendment No. 6 to License Agreement and Supply Agreement...License Agreement • May 24th, 1999 • Cephalon Inc • Pharmaceutical preparations
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 Martyn D. Greenacre ("Consultant")....Consulting Agreement • May 15th, 2002 • Cephalon Inc • Pharmaceutical preparations • Delaware
RECITALSAgreement and Plan of Merger • October 18th, 2000 • Cephalon Inc • Pharmaceutical preparations • Delaware
CREDIT AGREEMENT dated as of August 15, 2008, among CEPHALON, INC., as Borrower, The Lenders Party HeretoCredit Agreement • August 18th, 2008 • Cephalon Inc • Pharmaceutical preparations • New York
CREDIT AGREEMENT dated as of August 15, 2008, among CEPHALON, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
Exhibit 10.5(i) [LOGO OF CEPHALON APPEARS HERE] February 2, 1998 Laboratoire L. Lafon 19 Avenue du Professeur-Cadiot 94701 Maisons Alfort France RE: Amendment No. 6 to License Agreement and Supply Agreement...License Agreement • March 4th, 1999 • Cephalon Inc • Pharmaceutical preparations
EXHIBIT 4.2 Cephalon, Inc. 3 7/8% Convertible Subordinated Notes due March 29, 2007 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • May 15th, 2002 • Cephalon Inc • Pharmaceutical preparations • New York
1 Exhibit 4.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement is made and entered into as of May 7, 2001 between Cephalon, Inc., a Delaware corporation (the "Company"), and Robertson Stephens, Inc., Adams, Harkness & Hill, Inc., Banc...Registration Rights Agreement • June 4th, 2001 • Cephalon Inc • Pharmaceutical preparations • New York
EXHIBIT 2.3 REPRESENTATIONS AND WARRANTIES AGREEMENT DATED 3 DECEMBER 2001 AMONG THE UNDERSIGNED Mr. Francois Lafon, an individual born in Paris on October 27, 1944, residing at 41, avenue Foch - 75016 Paris, France Ms. Andree Carpentier, widow...Cephalon Inc • January 10th, 2002 • Pharmaceutical preparations
July 21, 1993License Agreement • August 16th, 1999 • Cephalon Inc • Pharmaceutical preparations
COLLABORATION AGREEMENTCollaboration Agreement • March 30th, 2001 • Cephalon Inc • Pharmaceutical preparations • England
EXHIBIT 2.2 AMENDMENT TO THE SHARE PURCHASE AGREEMENT MADE 3 DECEMBER 2001 AMONG THE PERSONS INDICATED BELOW AMONG THE UNDERSIGNED: Monsieur Francois Lafon, an individual born in Paris, on 7 October 1944, residing at 41, avenue Foch - 75116 Paris,...Share Purchase Agreement • January 10th, 2002 • Cephalon Inc • Pharmaceutical preparations
CEPHALON INC - and - NOVARTIS AG --------------------------------------------- LICENCE AGREEMENT ---------------------------------------------- CMS Cameron McKenna Mitre House 160 Aldersgate Street London EC1A 4DDLicence Agreement • March 30th, 2001 • Cephalon Inc • Pharmaceutical preparations • England
June 28, 1996Cephalon Inc • April 4th, 1997 • Pharmaceutical preparations
AGREEMENT AND PLAN OF MERGER Dated as of May 1, 2011 among TEVA PHARMACEUTICAL INDUSTRIES LTD., COPPER ACQUISITION CORP. and CEPHALON, INC.Agreement and Plan of Merger • May 2nd, 2011 • Cephalon Inc • Pharmaceutical preparations • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2011 • Cephalon Inc • Pharmaceutical preparations
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of October 6, 2011, among Q HOLDINGS, INC., a Delaware corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
EXHIBIT 10.18 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement"), is entered into as of October 1, 2001, by and between CEPHALON, INC., a Delaware corporation ("Cephalon"), and Martyn D. Greenacre ("Consultant"). WHEREAS, Cephalon wishes...Consulting Agreement • April 1st, 2002 • Cephalon Inc • Pharmaceutical preparations • Delaware
Exhibit 10.17(b) INTELLECTUAL PROPERTY AND OTHER ASSETS PURCHASE AGREEMENTAssets Purchase Agreement • April 1st, 2002 • Cephalon Inc • Pharmaceutical preparations
EXHIBIT 2.4 ESCROW AGREEMENT AMONG THE UNDERSIGNED: Cephalon France Holdings, a simplified stock corporation (SOCIETE PAR ACTIONS SIMPLIFIEE) the registration number for which at the Registry of Commerce and Companies (REGISTRE DU COMMERCE ET DES...Escrow Agreement • January 10th, 2002 • Cephalon Inc • Pharmaceutical preparations
January 21, 1998 Genelco S.A. 8 Route de Beaumont 1701 Fribourg Switzerland Re: Amendment No. 3 to Trademark License Agreement Gentlemen: This letter shall serve as an amendment to that certain Trademark Agreement dated as of January 20, 1993, as...Cephalon Inc • March 4th, 1999 • Pharmaceutical preparations
This letter shall serve as an amendment to that certain Trademark Agreement dated as of January 20, 1993, as amended (the "Trademark Agreement"), between Cephalon, Inc. (hereinafter "Cephalon") and Genelco S.A. (hereinafter "Genelco"). Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Trademark Agreement.
WITNESSETHPatent and Trademark Security Agreement • March 4th, 1999 • Cephalon Inc • Pharmaceutical preparations • New York
EXHIBIT 10.1 EXECUTIVE SEVERANCE AGREEMENT This Severance Agreement is made as of the 25/th/ day of July, 2002 by and between Cephalon, Inc., a Delaware corporation (the "Company"), and Frank Baldino, Jr., Ph.D. ("Executive"). WHEREAS, Executive is an...Executive Severance Agreement • August 13th, 2002 • Cephalon Inc • Pharmaceutical preparations • Delaware
