EXHIBIT
10.19(h)


FORM OF SEVEN YEAR
CONVERTIBLE NOTE HEDGE AMENDMENT


 


	
   

  	
   

  	
  A

  	
   

  	
  B

  	
   

  
	
  Contract #

  	
   

  	
  Terminated Transaction

  US$ Value

  	
   

  	
  Number of Shares Delivered

  by Party A

  	
   

  
	
  1

  	
   

  	
   

  	
  33,000,000

  	
   

  	
   

  	
   

  	
  240,086

  	
   

  	
   

  
	
  2

  	
   

  	
   

  	
  49,000,000

  	
   

  	
   

  	
   

  	
  356,492

  	
   

  	
   

  
	
  3

  	
   

  	
   

  	
  17,363,000

  	
   

  	
   

  	
   

  	
  126,322

  	
   

  	
   

  
	
  4

  	
   

  	
   

  	
  43,200,000

  	
   

  	
   

  	
   

  	
  314,295

  	
   

  	
   

  
	
  5

  	
   

  	
   

  	
  1,800,000

  	
   

  	
   

  	
   

  	
  13,096

  	
   

  	
   

  
	
  6

  	
   

  	
   

  	
  31,000,000

  	
   

  	
   

  	
   

  	
  225,536

  	
   

  	
   

  



 
















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,
2010 (“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 relating to notice, Party A and Party B hereby agree that the
date of this letter shall be the Early Termination Date in respect of the
Terminated Transaction. “Exchanged Reference
Notes” means References Notes that are no longer outstanding as a
result of the occurrence of a Repayment Event on December 13, 2006.


Notwithstanding anything to the contrary in the Agreement
and Confirmation with respect to the Terminated Transaction, Party A agrees to deliver
to Party B, in satisfaction of Party A’s payment obligation under the Terminated
Transaction, through the Agent, [B] Shares on the
date that is the third business day following the date of this letter; provided that Party A shall have the right to set off
its delivery obligation hereunder against any right Party A may have against
Party B to receive delivery of Shares from Party B under any Equity Transaction
that is terminated on the date hereof.  “Equity Transaction” means any transaction in Shares that
qualifies as equity under applicable accounting rules.



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In addition, Party
B hereby represents and warrants to Party A that Party B is not, on the date hereof, aware of any
material nonpublic information concerning the Issuer or the Shares.



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Please indicate your agreement with the terms set forth in this letter by
signing below.


Sincerely Yours,


CREDIT SUISSE INTERNATIONAL (Party A)


	
  

  	
  By:

  	
  /s/ Martin Cox

  
	
   

  	
  Name:

  	
  Martin Cox

  
	
   

  	
  Title:

  	
  Vice President, Complex Product Support

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Karen Quick

  
	
   

  	
  Name:

  	
  Karen Quick

  
	
   

  	
  Title:

  	
  Vice President, Complex Product Support

  



 


CREDIT SUISSE
SECURITIES (USA) LLC, acting through its New York branch and solely in its
capacity as Agent


	
  

  	
  By:

  	
  /s/ Melissa Garcia

  
	
   

  	
  Name:

  	
  Melissa Garcia

  
	
   

  	
  Title:

  	
  Asst. Vice President, Complex Product Support

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony Fisher

  
	
   

  	
  Name:

  	
  Anthony Fisher

  
	
   

  	
  Title:

  	
  Vice President, Complex Product Support

  



 


CEPHALON, INC. (Party B)


	
  By:

  	
  /s/ J. Kevin Buchi

  	
   

  
	
  Name:

  	
  J. Kevin Buchi

  	
   

  
	
  Title:

  	
  Executive Vice President & CFO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Bryan Reasons

  	
   

  
	
  Name:

  	
  Bryan Reasons

  	
   

  
	
  Title:

  	
  Vice President, Risk Management

  	
   

  



 



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