EXHIBIT 10.2
Credit Suisse First Boston
International
One Cabot Square
London E 14 4OJ
TERMINATION AGREEMENT
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Date:
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July 18, 2005
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To:
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Cephalon, Inc.
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Attn:
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J. Kevin Buchi
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From:
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Credit Suisse First Boston
International
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External ID: 8181764
TERMINATION AGREEMENT dated as of
July 18, 2005 between Cephalon, Inc.
(“Counterparty”) and Credit Suisse First Boston
International (“CSFBi’).
WHEREAS, Counterparty and Credit
Suisse First Boston International entered into a transaction (the
“Transaction”) certain terms of which are set forth
below:
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Trade Date:
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January 22, 2003
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Termination Date:
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December 15, 2006
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Reference Bonds:
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$600,000,000, 2.5% Convertible
Subordinated Notes Due December 15, 2006, issued by
Cephalon, Inc., Cusip# 156708AD1 and 156708AE9
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Notional Amount:
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$200,000,000
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WHEREAS, the Transaction is
evidenced by a Confirmation dated January 22, 2003 (the
“Confirmation”) between Counterparty.
WHEREAS, subject to the term and
provisions hereof, Credit Suisse First Boston International and
Counterparty wish to cancel the Transaction.
NOW, THEREFORE, in consideration of
the mutual premises herein, Credit Suisse First Boston
International and Counterparty have agreed as follows:
1.
The Transaction shall be terminated
and cancelled with effect from and including 18 July 2005 (the
‘Cancellation Date’) and all rights, duties, claims and
obligations of Credit Suisse First Boston Inte
