EXHIBIT 10.19(g)
FORM OF FIVE YEAR CONVERTIBLE NOTE
HEDGE AMENDMENT
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A
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B
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Contract #
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Terminated Transaction
US$ Value
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Number of Shares Delivered
by Party A
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1
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49,249,000
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213,337
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2
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75,500,000
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364,007
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3
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30,825,000
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148,616
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4
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11,000,000
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53,034
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December 13, 2006
Credit Suisse International
(formerly known as Credit Suisse First Boston
International)
One Cabot Square
London E14 4QJ
England
Cephalon, Inc.
41 Moores Road
P.O. Box 4011
Frazer, Pennsylvania
19355
Re: Cephalon, Inc. Zero Coupon
Convertible Subordinated Notes due June 15, 2033, first putable
June 15, 2008 (“ Reference Notes ”)
Ladies and Gentlemen,
Reference is made to the convertible
bond hedge transaction (the “ Transaction ”)
entered into by Credit Suisse International (“ Party A
”) and Cephalon Inc. (“ Party B ”)
pursuant to an ISDA confirmation dated as of June 6, 2003, as
amended by the amendment dated as of December 3, 2004, with respect
to the Reference Notes (the “ Confirmation ”).
Capitalized terms used herein without definition shall have
the meanings assigned to them in the Confirmation.
Pursuant to Section 4(b) of the
Confirmation, the portion of the Transaction in respect of
[A] principal amount of the Exchanged Reference Notes is
hereby terminated (such terminated portion, the “
Terminated Transaction ”). Notwithstanding
provisions of Section 6(b) of the Agreement relati
