Exhibit
10.20(f)


Termination
and Assignment Agreement


Termination
and Assignment Agreement (this “Agreement”),  dated as of December 19, 2006, between
Deutsche Bank AG, acting through its London Branch (“Deutsche”), Cephalon, Inc. (“Cephalon”)
and each of the assignees listed on Schedule 1 hereto (each, an “Assignee”).


Deutsche and Cephalon have entered into a warrant
transaction (the “Warrant Transaction”),
dated June 2, 2005 and amended on June 28, 2005, relating to 19,700,214 warrants
on Cephalon’s common stock, par value $0.01 per share, (“Shares”); a convertible note hedge
transaction (the “Original  Note Hedge Transaction”), dated June 2,
2005 and amended on June 28, 2005, relating to Cephalon’s Convertible Senior
Notes due June 1, 2015 (the “Notes”);
and another convertible note hedge transaction (the “Overallotment  Note Hedge
Transaction”), dated June 28, 2005, relating to the Notes.


Deutsche and Cephalon wish to terminate in part the
Original Note Hedge Transaction, and Deutsche wishes to assign to each Assignee
and each Assignee wishes to accept, all rights and obligations under part of
the Warrant Transaction.


Accordingly, the parties agree as follows:—


1.                                      Original
Note Hedge Transaction


(a)                                  Repayment Event.  Cephalon has repurchased $100,000,000 Notes,
which constitutes a Repayment Event and an Additional Termination Event under
the Original Note Hedge Transaction. 
Pursuant to the terms of the Original Note Hedge Transaction, Deutsche
is exercising its right to partially terminate the Original Note Hedge
Transaction, and Cephalon is exercising its right to require that any amount
owed by Deutsche in connection with such termination be paid in Shares.


(b)                                 Settlement of Additional Termination
Event.  Deutsche and
Cephalon agree that the amount owed by Deutsche in connection with the partial
termination referred to in paragraph 1(a) is the number of Shares separately
notified to Cephalon by Deutsche, acting in its capacity as calculation agent.  Deutsche shall deliver such number of Shares
to Cephalon on December 22, 2006.


2.                                      Warrant
Transaction


(a)                                  Assignment.  Deutsche agrees to assign, and each Assignee
agrees to accept, all of Deutsche’s rights and obligations under the portion of
the Warrant Transaction relating to the number of Warrants set forth opposite
each Assignee’s name on Schedule 1 hereto (the “Assigned Warrants”).  Deutsche
shall retain the remaining Warrants (the “Retained
Warrants”).


(b)                                 Settlement of Assignment.  Deutsche and each Assignee agree that the
amount owed by each Assignee in connection with the partial assignment referred
to in paragraph 2(a) is the number of Shares set forth opposite each Assignee’s
name on Schedule 1 hereto (aggregating in total, 961,105 Shares), which is due
on December 22, 2006 (the “Assignment
Settlement Date”).  The assignment of the Assigned Warrants shall
become effective upon each Assignee’s delivery to Deutsche (or to Deutsche’s
designee, which may be Cephalon) of the relevant number of Shares through the
facilities of The Depository Trust Company, free from any lien, charge, claim
or other encumbrance and any other restrictions whatsoever.













(c)                                  Modifications to Assigned Warrants.  Each of the parties agree that the Assigned
Warrants shall be modified as follows (and the Assigned Warrants shall be
construed as if Cephalon had entered into a separate agreement with each
Assignee with respect to the Assigned Warrants):


(1)                                  All
references to “Deutsche”, “Deutsche Bank AG, London”, “Deutsche Bank AG” and “Deutsche
Bank AG, acting through its London Branch” in the Assigned Warrants are deemed
to refer to the relevant Assignee;


(2)                                  The
second full paragraph (all in bolded caps), other than the definition of “Exchange
Act”, and the first full sentence of the last paragraph in Section 13 (relating
to The Financial Services Authority) are deemed deleted;


(3)                                  From
and after the Assignment Settlement Date, Deutsche Bank AG, New York Branch
shall be relieved of all its obligations as Agent under the Assigned Warrants,
and all references to the Agent in the Assigned Warrants are deemed deleted;


(4)                                  As
applied to the Assigned Warrants, the ISDA 1992 Master Agreement referred to
therein shall be an ISDA 1992 Master Agreement between Assignee and Cephalon;


(5)                                  For
the avoidance of doubt, the reference in the definition of Maximum Number of
Shares to be Delivered to “the total Number of Warrants covered by this
Transaction” shall be deemed to refer to the number of Assigned Warrants; and


(6)                                  The
“Repurchase Notice” provision of the Assigned Warrants shall be interpreted as
if no Repurchase Notice has yet been given, the reference to the “Trade Date”
in such provision refers to the Assignment Settlement Date, and the numerator
in the definition of Warrant Equity Percentage refers only to the Assigned Warrants.


(7)                                  For the avoidance of doubt, each relevant Assignee
shall be the new Calculation Agent as defined in section 2 of the Warrant and shall have the borrow protections under
section 11(c) of the Warrant; provided however in each case only with respect
to the portion of the Warrants that have been assigned to such Assignee.


(d)                                 Modifications to Retained Warrants.  Each of Deutsche and Cephalon agree that the
Retained Warrants shall be modified as follows (and the Retained Warrants shall
be construed as if Cephalon had entered into a separate agreement with Deutsche
with respect to the Retained Warrants):


(1)                                  For
the avoidance of doubt, the reference in the definition of Maximum Number of
Shares to be Delivered to “the total Number of Warrants covered by this
Transaction” shall be deemed to refer to the number of Retained Warrants; and


(2)                                  The
“Repurchase Notice” provision of the Retained Warrants shall be interpreted as
if no Repurchase Notice has yet been given, the reference to the “Trade Date”
in such provision refers to the Assignment Settlement Date, and the numerator
in the definition of Warrant Equity Percentage refers only to the Retained
Warrants.


(e)                                  Assignee’s Representation,
Warranties and Acknowledgments.


(1)                                  Each
Assignee represents and warrants that: (i) Assignee is an “accredited investor”
within the meaning of Regulation D under the Securities Act of 1933, as amended
(the “Securities Act”), 



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and a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act; and
(ii) Assignee is acquiring the Assigned Warrants for its own account and not
with a view to the distribution thereof within the meaning of the Securities
Act; and


(2)                                  Each
Assignee acknowledges that:  (i) the
Assigned Warrants are “restricted securities” for purposes of Rule 144 under
the Securities Act; and (ii) the Assigned Warrants have not been registered
under the Securities Act and cannot be resold unless they are registered under
the Securities Act or in a transaction exempt from or not subject to the
registration requirements of the Securities Act.


3.                                      Representations


Each party represents to each other party that:—


(a)                                  Status.  It is duly organized and validly existing
under the laws of the jurisdiction of its organization or incorporation and, if
relevant under such laws, in good standing;


(b)                                 Powers.  It has the power to execute and deliver this
Agreement and to perform its obligations under this Agreement and has taken all
necessary action to authorize such execution, delivery and performance;


(c)                                  No Violation or Conflict.  Such execution, delivery and performance do
not violate or conflict with any law applicable to it, any provision of its
constitutional documents, any order or judgment of any court or other agency of
government applicable to it or any of its assets or any contractual restriction
binding on or affecting it or any of its assets;


(d)                                 Consents.  All governmental and other consents that are
required to have been obtained by it with respect to this Agreement have been
obtained and are in full force and effect and all conditions of any such
consents have been complied with;


(e)                                  Obligations Binding.  Its obligations under this Agreement
constitute its legal, valid and binding obligations, enforceable in accordance
with its respective terms (subject to applicable bankruptcy, reorganization,
insolvency, moratorium or similar laws affecting creditors’ rights generally
and subject, as to enforceability, to equitable principles of general
application (regardless of whether enforcement is sought in a proceeding in
equity or at law)); and


(f)                                    Absence of Certain Events.  No Event of Default or
Potential Event of Default or, to its knowledge, Termination Event (each as
defined in the ISDA Master Agreement referred to in the Warrant Transaction) with
respect to it has occurred and is continuing and no such event or circumstance
would occur as a result of its entering into or performing its obligations
under this Agreement.


4.                                      Miscellaneous


(a)                                  Entire Agreement.  This Agreement constitutes the entire
agreement and understanding of the parties with respect to its subject matter
and supersedes all oral communication and prior writings with respect thereto.


(b)                                 Amendments.  No amendment, modification or waiver in
respect of this Agreement will be effective unless in writing (including a
writing evidenced by a facsimile transmission) and executed by each of the
parties.



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(c)                                  Counterparts.  This Agreement may be executed and delivered
in counterparts (including by facsimile transmission), each of which will be
deemed an original.


(d)                                 Headings.  The headings used in this Agreement are for
convenience of reference only and are not to affect the construction of or to
be taken into consideration in interpreting this Agreement.


(e)                                  Governing Law.  This Agreement will be governed by and
construed in accordance with the laws of the State of New York (without
reference to choice of law doctrine).


(f)                                    Agreement Continuation.  The Assigned Warrants and Retained Warrants,
each as modified herein, shall continue in full force and effect.  All references to the Assigned Warrants in
the Assigned Warrants or any document related thereto shall for all purposes
constitute references to the Assigned Warrants as modified hereby.  All references to the Retained Warrants in
the Retained Warrants or any document related thereto shall for all purposes
constitute references to the Retained Warrants as modified hereby.


(g)                                 Matters relating to the Agent


(1)                                  Deutsche
Bank AG, New York branch (“DBNY”
or “Agent”), in its capacity as
agent under this Agreement will be responsible for (i) effecting this
Agreement, (ii) issuing all required confirmations and statements to the
parties, (iii) maintaining books and records relating to this Agreement in
accordance with its standard practices and procedures and in accordance with
applicable law and (iv) unless otherwise requested by Cephalon or an Assignee,
as applicable, receiving, delivering, and safeguarding Cephalon’s and Assignee’s
funds and any securities in connection with this Agreement, in accordance with
its standard practices and procedures and in accordance with applicable law.


(2)                                  Agent
is acting in connection with this Agreement solely in its capacity as Agent for
the parties pursuant to instructions from the parties.  Agent shall have no responsibility or
personal liability to any party arising from any failure by any other party to
pay or perform any obligations hereunder, or to monitor or enforce compliance
by the parties with any obligation hereunder. 
Each of Cephalon, Deutsche and each Assignee agrees to proceed solely
against each other to collect or recover any securities or monies owing to it
in connection with or as a result of this Agreement.  Agent shall otherwise have no liability in
respect of this Agreement, except for its gross negligence or willful
misconduct in performing its duties as Agent.


(3)                                  Any
and all notices, demands, or communications of any kind relating to this
Agreement between Cephalon, Deutsche and each Assignee shall be transmitted
exclusively through Agent at the address to be provided.


(4)                                  The
date and time of this Agreement will be furnished by the Agent to Cephalon,
Deutsche and each Assignee, if requested.


(5)                                  The
Agent will furnish to Cephalon and Assignee upon written request a statement as
to the source and amount of any remuneration received or to be received by the
Agent in connection with this Agreement.


(6)                                  Cephalon,
Deutsche and each Assignee each represents and agrees that this Agreement is
suitable for it in the light of such party’s financial situation, investment
objectives and needs.


(h)                                 FSA                       Deutsche is regulated by The
Financial Services Authority and has entered into this Agreement as principal.



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IN WITNESS WHEREOF the parties have executed this
Agreement with effect from the date specified on the first page of this
Agreement.


DEUTSCHE BANK AG, acting through its New York branch
and solely in its capacity as Agent


	
  By:

  	
  Signature
  illegible 

  	
   

  
	
  Name: 

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Signature
  illegible

  	
   

  
	
  Name: 

  	
   

  
	
  Title:

  	
   

  



 


 


CEPHALON, INC.


	
  By:

  	
  /s/ J. Kevin
  Buchi

  	
   

  
	
  Name: J. Kevin Buchi

  	
   

  
	
  Title: Executive Vice President & CFO

  	
   

  



 


 


DEUTSCHE BANK AG, LONDON


	
  By:

  	
  Signature
  illegible 

  	
   

  
	
  Name: 

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  By:

  	
  Signature
  illegible

  	
   

  
	
  Name: 

  	
   

  
	
  Title:

  	
   

  



 



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Visium Balanced Fund, LP


	
  By:

  	
  Signature
  illegible 

  	
   

  
	
  Name: 

  	
   

  
	
  Title:

  	
   

  



 


 


Visium Balanced Offshore Fund,
Ltd.


	
  By:

  	
  Signature
  illegible 

  	
   

  
	
  Name: 

  	
   

  
	
  Title:

  	
   

  



 


 


Visium Long Bias Fund, LP


	
  By:

  	
  Signature
  illegible 

  	
   

  
	
  Name: 

  	
   

  
	
  Title:

  	
   

  



 


 


Visium Long Bias Offshore Fund,
Ltd.


	
  By:

  	
  Signature
  illegible 

  	
   

  
	
  Name: 

  	
   

  
	
  Title:

  	
   

  



 


 


Atlas Master Fund, Ltd


	
  By:

  	
  /s/ Scott
  Shroeder

  	
   

  
	
  Name: Scott Shroeder

  	
   

  
	
  Title: Authorized Signatory

  	
   

  



 



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