EXHIBIT 10.1


 


	
  DSM Pharmaceuticals, Inc.

  	
   

  	
  

  



 


April 20, 2005


 


Mr. Robert
Urban


Vice
President Technical Operations


Cephalon, Inc.


145
Brandywine Parkway


West
Chester, PA 19380-4245


 


Re: 
Amendment No. 6 to Toll Manufacturing and Packaging Agreement


 


Dear
Mr. Urban:


 


This
letter confirms recent discussions regarding the proposed amendment of the Toll
Manufacturing and Packaging Agreement dated as of August 24, 1999, as
amended by Amendment No. 1 dated July 3, 2001; by Amendment No. 2
dated October 9, 2001; by Amendment No. 3 dated June 21, 2002;
by Amendment No. 4 dated April 28, 2003; and by Amendment No. 5
dated August 15, 2003 (collectively, the “Agreement”) by and between
Cephalon, Inc. (“Cephalon”) and DSM Pharmaceuticals, Inc. (“DSM”).  All terms not otherwise defined herein are
used as defined in the Agreement.  


 


This
Amendment No. 6 amends the specific terms referenced below.  


 


1.               Schedule F of
Amendment No. 4 dated April 28, 2003 shall be revised to increase the
Minimum Quantities for Year 2005 to 55 million tablets and extend the term of
the minimum quantities from 8/24/05 to 12/31/05.  The minimum quantities for 2006 are also
included.  The revised Schedule F is attached hereto and incorporated herein
by reference.


 


2.               Section 2.5
of the Agreement shall be amended to read, in its entirety, as follows:  


 


2.5                     Term.  Unless sooner terminated with the provisions
of Article XXIII, this Agreement will remain in effect until December 31,
2006.  On the first anniversary of the
Amendment No. 6 effective date, the parties shall negotiate in good faith
for a reasonable period of time with respect to any mutually agreeable
extensions to the Term, it being understood that neither party shall be
obligated to agree to any such extension.


 


3.               Section 23.1
will be deleted in its entirety. 


 


4.               Existing
Schedule E of the Agreement
relating to Tolling Fees shall remain in effect through December 31,
2005.  Effective January 1, 2006, Schedule E will be replaced with the attached revised Schedule E.  


 





















 


5.               In the
third line of Section 6.1 of the Agreement, the words “sixty (60)” are
hereby replaced with words “ninety (90)”.


 


6.               In the
fifth line of Section 7.1 of the Agreement, the words “sixty (60)” are
hereby replaced with words “ninety (90)”.


 


7.               This
Amendment No. 6 shall be effective upon the date of the last signature
below.


 


If you
are in agreement with the foregoing provisions, please so signify by signing
below.


 


THIS AMENDMENT NO. 6


AGREED AND ACCEPTED:


 


DSM Pharmaceuticals, Inc.


 


 


	
  By:

  	
  /s/
  Terence S. Novak

  	
   

  
	
  Terence
  S. Novak, Chief Marketing Officer

  
	
   

  
	
  Date:
  April 20, 2005

  
	
   

  
	
   

  
	
  Cephalon, Inc.

  
	
   

  
	
   

  
	
  By:

  	
  /s/
  Robert J. Urban

  	
   

  
	
  Robert Urban, Vice President Technical Operations

  
	
   

  
	
  Date: April 25, 2005

  



 


2





















 


SCHEDULE E


 


Tolling Fees


 


Cephalon shall pay DSM the following
amounts effective January 1, 2006, in consideration of the formulations
and packaging services rendered hereunder:


 


	
  Product

  	
   

  	
  Tier 1

  10 Million

  Tablets

  	
   

  	
  Tier 2

  20 Million

  Tablets

  	
   

  	
  Tier 3

  30 Million

  Tablets

  
	
  Provigil/Modafinil
  100 mg, 100 count bottle

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  
	
  Provigil/Modafinil
  200 mg, 100 count bottle

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  
	
  Provigil/Modafinil
  200 mg, Bulk Tablets

  	
   

  	
  $

  	
  [**] per
  thousand tablets

  	
   

  	
  $

  	
  [**] per
  thousand tablets

  	
   

  	
  $

  	
  [**] per thousand
  tablets

  



 


The above prices do not
include the cost of Modafinil, but do include the packaging material
costs.  These prices are based on batches
being campaigned once per quarter.  


 


The following
considerations also apply:


 


•                  The minimum yearly purchase
requirement for 2006 is [**] tablets. 
DSM is obligated to supply the minimum yearly purchase requirement and
Cephalon is required to purchase the minimum yearly purchase requirement.


 


•                  Cephalon shall provide DSM with an
annual binding commitment of [**],[**], or [**]
tablets with written notice of such commitment by June 1, 2005.  DSM shall respond in writing within 5
business days, confirming the quantity and projected delivery per quarter.


 


•                  Unit Price based on step tiered
pricing.  Tier 1 pricing is effective on
the first 10 million tablets purchased. 
Tier 2 pricing is effective on the purchase of 10,000,001 – 20,000,000
tablets.  Tier 3 pricing is effective on
the purchase of 20,000,001 – 30,000,000 tablets.


 


•                  Pricing assumes a 15%/80%/5% split,
respectively, between the Products.


 










**Portions
of the Exhibit have been omitted and have been filed separately pursuant
to an application for confidential treatment filed with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange
Act of 1934, as amended.


 





















 


SCHEDULE F


 


The minimum annual quantities to
be purchased by CEPHALON and capacity to be reserved by DSM are as follows for
the remainder of the Initial Term of the Agreement:


 


	
  Year

  	
   

  	
  Minimum Annual Quantity

  
	
   

  	
   

  	
   

  
	
  2005

  	
   

  	
  [**]

  
	
   

  	
   

  	
   

  
	
  2006

  	
   

  	
  [**]

  



 










**Portions
of the Exhibit have been omitted and have been filed separately pursuant
to an application for confidential treatment filed with the Securities and
Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange
Act of 1934, as amended.