Cephalon Inc – ‘10-K405/A’ for 12/31/98 – EX-10.5K

On:  Monday, 5/24/99   ·   For:  12/31/98   ·   Accession #:  1036050-99-1155   ·   File #:  0-19119

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Amendment to Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405/A   Cephalon, Inc. Form 10-K405/A Amendment No. 1          7     42K 
 2: EX-4.3(B)   Form of Revenue Sharing Senior Secured Note           49    186K 
 7: EX-10.12    Toll Manufacturing and Packaging Agreement            30     99K 
 3: EX-10.5H    Amendment No. 5 to License Agreement                   3     16K 
 4: EX-10.5I    Amendment No. 6 to License Agreement                   3     15K 
 5: EX-10.5J    Amendment No. 3 to Trademark Agreement                 2      8K 
 6: EX-10.5K    Amendment No. 4 to Trademark Agreement                 2     10K 

EX-10.5K   —   Amendment No. 4 to Trademark Agreement

EX-10.5K
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                                                               Exhibit 10.5(k)**

February 9, 1998  

Genelco S.A.                                                                    
8 Route de Beaumont                                                             
1701 Fribourg                                                                   
Switzerland                                                                     

Re:  Amendment No. 4 to Trademark Agreement                           
--------------------------------------                      

Gentlemen:                                                                      

This letter agreement shall serve as an amendment to the Trademark    
Agreement dated January 20, 1993, as amended prior to the date hereof (the      
"Trademark Agreement") between Cephalon, Inc. ("Cephalon") and Genelco S.A.     
("Genelco"). All capitalized terms not otherwise defined herein shall be used as
defined in the Trademark Agreement.                                             

1.   The term "Territory," for all purposes under the Trademark Agreement is    
hereby expanded to include the Republics of Italy and San Marino      
(collectively, "Italy").                                              

2.   All trademark applications and registered trademarks related to Licensed   
  Products and/or the Compound, including the mark "Provigil", that are or
  will be filed in the Territory are hereby licensed to Cephalon under the
Trademark Agreement.                                                  

3.   For and in consideration of the expansion of the Territory to include Italy
 under this Amendment No. 4 (and in addition to any compensation payable
under the Trademark Agreement with respect to other countries in the  
     Territory), Cephalon will pay to Genelco, pursuant to Article III(1) of the
Trademark Agreement, a royalty with respect to Net Sales of a Licensed
 Product in Italy that will be calculated at the rate of [*] of such Net
Sales.                                                                

4.   Each of Cephalon and Genelco hereby restates its respective representations
     and warranties made in the Trademark Agreement, as amended pursuant to this
letter agreement.                                                     

5.   Except as modified by this letter agreement, all provisions of the         
    Trademark Agreement are confirmed to be and shall remain in full force and
effect.                                                               

                                   *  THE CONFIDENTIAL MATERIAL CONTAINED HEREIN
                               HAS BEEN OMITTED AND HAS BEEN FILED
                           SEPARATELY WITH THE COMMISSION.

**   Certain portions of this exhibit have been omitted based upon a request for
     confidential treatment that has been filed with the Commission. The omitted
portions have been filed separately with the Commission.              

EX-10.5K
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Genelco S.A.                                                                    
Amendment No. 4                                                                 
February 9, 1998                                                                
Page 2                                                                          

     If the foregoing is acceptable, please indicate your agreement in the space
provided below.                                                                 

            CEPHALON, INC.

                   By: /s/ Frank Baldino
                                           -------------------------------------
                               Frank Baldino, Jr., Ph.D.
                                           President and Chief Executive Officer

Accepted and agreed to this                                                     
23/rd/ day of February, 1998.                                                   

GENELCO S.A.                                                                    

By: /s/ [SIGNATURE ILLEGIBLE]                                                   
-------------------------------                                           

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/24/99
For Period End:		12/31/98							10-K405,  10-K405/A
		2/9/98		1		2			SC 13G
		1/20/93		1
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