EX-10.1 FORM OF AIRCRAFT TIME SHARE AGREEMENT BETWEEN CEPHALON, INC. AND CERTAIN EXECUTIVE OFFICERS

EXHIBIT 10.1

FORM OF AIRCRAFT TIME SHARE AGREEMENT BETWEEN CEPHALON, INC. AND
CERTAIN EXECUTIVE OFFICERS

*       On November 1, 2006, Frank Baldino, Jr., Ph.D. entered into a Second Amended and Restated Aircraft Time Sharing Agreement that matches the form agreement attached hereto as Exhibit 10.1 in form and substance.

AIRCRAFT TIME SHARING AGREEMENT

THIS TIME SHARING AGREEMENT (this “Agreement”) is entered into on November  1, 2006 by Cephalon, Inc. (“Owner”), a Delaware corporation, with principal offices at 41 Moores Road, Frazer, PA 19355, and                . (“Lessee”).

BACKGROUND:

A.            Owner is the registered owner of certain civil aircraft as described in the Specification Sheet attached hereto and made a part hereof, as Exhibit A (the “Aircraft”).

B.            Owner employs a fully qualified flight crew to operate the Aircraft;

C.            From time to time, Lessee may desire to lease the Aircraft and flight crew from owner for Lessee’s personal travel at Lessee’s discretion on a time sharing basis as defined in Section 91.501(c)(1) of the Federal Aviation Regulations (“FAR”).

D.            This Agreement sets forth the understanding of the Parties as to the terms under which Owner will provide Lessee with the use, on a periodic basis, of the Aircraft; and

E.             The use of the Aircraft will at all times be pursuant to and in full compliance with the requirements of FAR Part 91 and particularly, Sections 91.501(b)(6), 91.501(c)(1), and 91.501(d).

NOW, THEREFORE, Owner and Lessee agree as follows:

1.             Subject to the terms and conditions of this Agreement, Owner agrees to lease the Aircraft to Lessee at Lessee’s discretion from time-to-time on a non-exclusive basis and on an “as needed and as available basis” pursuant to the provisions of FAR Section 91.501(b)(6), 91.501(c)(1), and 91.501(d) and to provide a fully qualified flight crew for all operations for flights scheduled in accordance with the terms of this Agreement.

2.             This Agreement shall remain in effect unless and until terminated by either party for any reason upon written notice to the other, such termination to become effective ten (10) days from the date of the notice or upon the earlier of (a) the termination of this Agreement by consent of Owner and Lessee, (b) the date of Lessee’s termination of employment with Owner and (c) the date of Lessee’s death.

3.             Lessee may use the Aircraft from time-to-time, subject to the prior permission and approval of Owner, for any and all purposes allowed by FAR Section 91.501(b)(6).  Lessee’s use shall include the use of the Aircraft by guests of the Company

if they accompany him or her on the flight.  Lessee shall not accept any compensation whatsoever for any flight conducted under this Agreement.

4.             In exchange for use of the Aircraft, Lessee shall pay the direct operating costs of the Aircraft permitted pursuant to FAR Section 91.501 for any flight conducted under this Agreement or a lesser amount as determined by Owner in its sole discretion.  Pursuant to FAR Section 91.501(d) as in effect from time to time, those direct operating costs shall be limited to the following expenses for each use of the Aircraft:

(a)           fuel, oil, lubricants and other additives;

(b)           travel expenses of the crew, including food, lodging and ground transportation;

(c)           hangar and tie down costs away from the Aircraft’s base of operation;

(d)           insurance obtained for the specific flight;

(e)           landing fees, airport taxes and similar assessments;

(f)            customs, foreign permit and similar fees directly related to the flight;

(g)           in-flight food and beverages;

(h)           passenger ground transportation;

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