Exhibit
10.19(e)


 


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


Ladies and Gentlemen,


Reference
is made to the warrant 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 and with an Expiration Date of June 15, 2008  (the “Confirmation”).  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Confirmation.


Notwithstanding anything to the contrary in the Confirmation
and the Agreement, Party A and Party B hereby agree that (i) the Transaction in
respect of 2,715,526 Warrants (the “Terminated
Portion”) shall be unwound as of December 13, 2006, (ii) the
Transaction shall continue with respect to the remaining 3,586,995 Warrants and
(iii) Party B shall deliver to Party A, in satisfaction of Party B’s payment
obligation with respect to the Terminated Portion, through the Agent, 518,283 Shares
on the date that is the third business day following the date of this letter,
subject to Party A’s election to set off its right to receive the Shares
hereunder against any obligation Party A may have to deliver Shares 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.


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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