EXHIBIT 10.14

Manufacturing Services Agreement    January 1, 2003

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EXHIBIT 10.14

Table of Contents

|ARTICLE 1                                                  |                                                   | 1 
|---------------------------------------------------------- | ------------------------------------------------- | --
|INTERPRETATION                                             |                                                   | 1 
|                                                           | 1.1      Definitions                              |   
|                                                           | 1.2      Currency                                 |   
|                                                           | 1.3      Sections and Headings                    |   
|                                                           | 1.4      Singular Terms                           |   
|                                                           | 1.5      Schedules                                |   
|ARTICLE 2                                                  |                                                   | 5 
|PATHEON'S MANUFACTURING RESPONSIBILITIES                   |                                                   | 5 
|                                                           | 2.1      Manufacturing Services                   |   
|                                                           | 2.2      Standard of Performance                  |   
|ARTICLE 3                                                  |                                                   | 6 
|CEPHALON'S OBLIGATIONS                                     |                                                   | 6 
|                                                           | 3.1      Payment                                  |   
|                                                           | 3.2      Active Materials                         |   
|ARTICLE 4                                                  |                                                   | 7 
|CONVERSION FEES AND COMPONENT COSTS                        |                                                   | 7 
|                                                           | 4.1      Fees and Component Costs                 |   
|                                                           | 4.2      Adjustments to Current Year's Pricing    |   
|                                                           | 4.3      Adjustments to Subsequent Year's Pricing |   
|                                                           | 4.4      Adjustments Due to Technical Changes     |   
|ARTICLE 5                                                  |                                                   | 9 
|ORDERS, DELIVERY, INVOICING, PAYMENT, PRODUCT DEFICIENCIES |                                                   | 9 
|                                                           | 5.1      Market Outlook                           |   
|                                                           | 5.2      Orders and Forecasts                     |   
|                                                           | 5.3      Reliance by Patheon                      |   
|                                                           | 5.4      Minimum Orders                           |   
|                                                           | 5.5      Shipments                                |   
|                                                           | 5.6      Invoices and Payment                     |   
|                                                           | 5.7      Product Deficiencies                     |   
|ARTICLE 6                                                  |                                                   | 12
|CO-OPERATION                                               |                                                   | 12
|                                                           | 6.1      Quarterly Review                         |   
|                                                           | 6.2      Product Recalls and Returns              |   
|                                                           | 6.3      Customer Questions and Complaints        |   
|                                                           | 6.4      Governmental Agencies                    |   
|                                                           | 6.5      Records and Accounting by Patheon        |   
|                                                           | 6.6      Inspection                               |   
|                                                           | 6.7      Access                                   |   
|                                                           | 6.8      Reports                                  |   
|                                                           | 6.9      Validation                               |   
|                                                           | 6.10    Quality Compliance                        |   
|                                                           | 6.11    Batch Records                             |   
|ARTICLE 7                                                  |                                                   | 15
|TERM AND TERMINATION                                       |                                                   | 15
|                                                           | 7.1      Initial Term                             |   
|                                                           |                                                   |   

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|                                          | 7.2      Termination for Cause           |    | 15
|----------------------------------------- | ---------------------------------------- | -- | --
|                                          | 7.3      Product Discontinuation         |    | 16
|                                          | 7.4      Obligations on Termination      |    | 16
|ARTICLE 8                                 |                                          | 16
|REPRESENTATIONS, WARRANTIES AND COVENANTS |                                          | 16
|                                          | 8.1      Authority                       |    | 16
|                                          | 8.2      General                         |    | 17
|                                          | 8.3      Non-Infringement                |    | 17
|                                          | 8.4      Debarred Persons                |    | 18
|                                          | 8.5      Permits                         |    | 18
|                                          | 8.6      Compliance with Laws            |    | 18
|ARTICLE 9                                 |                                          | 18
|REMEDIES AND INDEMNITIES                  |                                          | 18
|                                          | 9.1      Consequential Damages           |    | 18
|                                          | 9.2      Limitation of Liability         |    | 18
|                                          | 9.3      Patheon                         |    | 19
|                                          | 9.4      Cephalon                        |    | 19
|                                          | 9.5      Reasonable Allocation of Risk   |    | 20
|ARTICLE 10                                |                                          | 20
|CONFIDENTIALITY                           |                                          | 20
|                                          | 10.1      Disclosure                     |    | 20
|                                          | 10.2      Use of Information             |    | 20
|                                          | 10.3      Exceptions                     |    | 20
|                                          | 10.4      Designation of Confidentiality |    | 21
|ARTICLE 11                                |                                          | 21
|DISPUTE RESOLUTION                        |                                          | 21
|                                          | 11.1      Commercial Disputes            |    | 21
|                                          | 11.2      Technical Dispute Resolution   |    | 21
|ARTICLE 12                                |                                          | 23
|TRADEMARKS                                |                                          | 23
|                                          | 12.1      Trademarks                     |    | 22
|ARTICLE 13                                |                                          | 22
|MISCELLANEOUS                             |                                          | 22
|                                          | 13.1      Intellectual Property          |    | 22
|                                          | 13.2      Insurance                      |    | 22
|                                          | 13.3      Independent Contractors        |    | 23
|                                          | 13.4      No Waiver                      |    | 23
|                                          | 13.5      Assignment                     |    | 23
|                                          | 13.6      Force Majeure                  |    | 23
|                                          | 13.7      Additional Product             |    | 24
|                                          | 13.8      Notices                        |    | 24
|                                          | 13.9      Severability                   |    | 24
|                                          | 13.10    Entire Agreement                |    | 25
|                                          | 13.11    No Third Party Benefit or Right |    | 25
|                                          | 13.12    Execution in Counterparts       |    | 25
|                                          | 13.13    Governing Law                   |    | 26

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MANUFACTURING SERVICES AGREEMENT

THIS AGREEMENTmade as of the         day of January 1, 2003

B
E T W E E N:



THIS
AGREEMENT WITNESSES THAT in consideration of the rights conferred and the obligations assumed herein, and for other good and valuable consideration (the receipt and sufficiency of
which are acknowledged by each party), and intending to be legally bound the parties agree as follows:

ARTICLE 1  INTERPRETATION

1.1   Definitions.

The
following terms shall, unless the context otherwise requires, have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:



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1.2   Currency.

Unless
otherwise indicated, all monetary amounts are expressed in this Agreement in the lawful currency of the United States of America.

1.3   Sections and Headings.

The
division of this Agreement into Articles, sections, subsections and Schedules and the insertion of headings are for convenience of reference only and shall not affect the
interpretation of this Agreement. Unless otherwise indicated, any reference in this Agreement to a Section or Schedule refers to the specified Section or Schedule to this Agreement. In this Agreement,
the terms "this Agreement", "hereof", "herein",
"hereunder" and similar expressions refer to this Agreement and not to any particular part, Section, Schedule or the provision hereof.

1.4   Singular Terms.

Except
as otherwise expressly provided herein or unless the context otherwise requires, all references to the singular shall include the plural and vice versa.

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1.5   Schedules.

The
following Schedules are attached to, incorporated in and form part of this Agreement:

Schedule A

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Products, Minimum Run Quantity, Minimum Annual Volume and FeesSchedule B

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Stability Testing FeesSchedule C

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Active MaterialsSchedule D

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Active Materials ValueSchedule E

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Batch Numbering and Expiration DatesSchedule F

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Technical Dispute ResolutionSchedule G

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Technical AgreementSchedule H

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Cephalon's Trademarks


ARTICLE 2  PATHEON'S MANUFACTURING RESPONSIBILITIES

2.1   Manufacturing Services.

Patheon
shall provide the Manufacturing Services in North America for the fees specified in Schedules A and B in order to produce Products for Cephalon. In providing the Manufacturing
Services:



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2.2   Standard of Performance.

Patheon
shall provide the Manufacturing Services in accordance with Cephalon's Technical Information and cGMPs. Patheon's responsibilities and obligations with respect to the provision
of the Manufacturing Services as set forth in this Article 2 are hereinafter referred to as the "Patheon Manufacturing Responsibilities".

ARTICLE 3  CEPHALON'S OBLIGATIONS

3.1   Payment.

Pursuant
to the terms of this Agreement, Cephalon shall pay Patheon for the provision of the Manufacturing Services according to the fees specified in Schedules A and B hereto (such fees
being subject to adjustment in accordance with the terms hereof).

3.2   Active Materials.

Cephalon
shall, at its sole cost and expense, deliver the Active Materials to Patheon in sufficient quantities and at such times to facilitate the provision of the Manufacturing Services
by Patheon, which Active Materials shall be held by Patheon on behalf of Cephalon on the terms and subject to the conditions herein contained. The parties acknowledge and agree that title to the
Active Materials shall at all times belong to and remain the property of Cephalon. Patheon agrees that any Active Materials received by it shall only be used by Patheon to provide the Manufacturing
Services. Patheon's liability with respect to any lost or damaged Active Materials shall be as set forth in Section 9.2.

ARTICLE 4  CONVERSION FEES AND COMPONENT COSTS

4.1   Fees and Component Costs.

The
fees for the Manufacturing Services (which fees include Component Costs) listed in Schedules A and B are intended by the parties to be fixed for the first year of this Agreement,
subject to the amendments to such fees provided for in this Article 4.

4.2   Adjustments to Current Year's Pricing.

During
any Year of this Agreement, the fees set out in Schedule A shall be subject to adjustment in accordance with the following:



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4.3   Adjustments to Subsequent Year's Pricing.

The
fees for the Manufacturing Services provided pursuant to the terms of this Agreement during any period following the first anniversary of this Agreement shall be determined in
accordance with the following:



In
connection with a fee adjustment request pursuant to this Section 4.3, Patheon shall deliver to Cephalon a revised Schedule A and such budgetary pricing information,
adjusted Component costs or other documentation sufficient to demonstrate that a fee adjustment is justified. Upon delivery of such a request, each of Cephalon and Patheon shall forthwith use all
reasonable efforts to agree on a revised fee for the Manufacturing Services in respect of each affected Product.

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4.4   Adjustments Due to Technical Changes.

Amendments
to Cephalon's Technical Information or the Technical Agreement requested by Cephalon will only be implemented following a technical and cost review by Patheon and are subject
to Cephalon and Patheon reaching agreement as to revisions, if any, to the fees specified in Schedules A or B necessitated by any such amendment. If Cephalon accepts a proposed fee change, the
proposed change in Cephalon's Technical Information shall be implemented, and the fee change shall become effective only with respect to those orders of Products that are manufactured in accordance
with the revised Cephalon's Technical Information. In addition, Cephalon agrees to purchase, at Patheon's cost, all Inventory utilized under the "old" Cephalon's Technical Information and purchased or
maintained by Patheon in order to fill Firm Orders or in accordance with Section 5.3, to the extent that such Inventory can no longer be utilized under the revised Cephalon's Technical
Information. Open purchase orders for Components no longer required under any revised Client's Technical Information that were placed by Patheon with suppliers in order to fill Firm Orders or in
accordance with Section 5.3 shall be cancelled where possible, and where such orders are not subject to cancellation without penalty, shall be assigned to and satisfied by Cephalon.

ARTICLE 5  ORDERS, DELIVERY, INVOICING, PAYMENT, PRODUCT DEFICIENCIES

5.1   Market Outlook.

Cephalon
acknowledges that for optimal production planning, Patheon requires an understanding of Cephalon's strategic vision for the Products in the market and agrees, to the extent that
such information (including, if any, Cephalon's five-year market outlook studies) exists, to share such information with Patheon, provided that such information may not be relied upon by
Patheon for any purpose and further provided that any information so provided shall be subject to the confidentiality provisions of Article 10.

5.2   Orders and Forecasts.

Cephalon
shall provide Patheon with the following:



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5.3   Reliance by Patheon.

Cephalon
understands and acknowledges that Patheon will rely on the Firm Orders submitted pursuant to Section 5.2(b) in ordering the Components required to meet such Firm Orders.
In addition, Cephalon understands that to ensure an orderly supply of such Components and to achieve economies of scale in the costs therefor, it may be desirable for Patheon to purchase such
Components in sufficient volumes to meet the production requirements for Products during part or all of the forecasted periods referred to in Section 5.2(a) or to meet the production
requirements of any longer period agreed to by Patheon and Cephalon. Accordingly, Cephalon authorizes Patheon to purchase Components in order to satisfy the production requirements for Products for
the first six months contemplated in the most recent forecast provided by Cephalon pursuant to Section 5.2(a), and agrees that Patheon may make such other purchases of Components to meet
production requirements during such longer periods as may be agreed to in writing from time to time by Cephalon at the request of Patheon. If Components ordered by Patheon pursuant to Firm Orders or
this Section 5.3 are not included in finished Products purchased by Cephalon within six months after the forecasted month in respect of which such purchases have been made (or such longer
period as the parties may agree), Cephalon shall pay to Patheon its costs thereof and, in the event such Components are incorporated into Products subsequently purchased by Cephalon, Cephalon will
receive credit for any costs of such Components previously paid to Patheon by Cephalon.

5.4   Minimum Orders.

Cephalon
may only order Products in multiples of the minimum run quantities set out in Schedule A.

5.5   Shipments.

Shipments
of Products shall be made FCA Patheon's shipping point. Such title as Patheon has in Products and risk of loss or of damage to Products shall remain with Patheon until Products
are delivered to the carrier by Patheon for shipment at the FCA point at which time title and risk of loss or damage shall transfer to Cephalon. Patheon shall, in accordance with Cephalon's
instructions and as agent for Cephalon, (i) arrange for shipping and insurance, including preparing and executing a packing list, Dangerous Goods Declaration and MSDS, with freight and
insurance to be paid by Cephalon and (ii) at Cephalon's risk and expense, obtain any export licence or other official authorization and carry out all customs formalities necessary to export the
Products. Cephalon may select the freight carrier used by Patheon to ship Products and may monitor Patheon's shipping and freight practices as they pertain to this Agreement. Products shall be
transported in accordance with Cephalon's Technical Information.

5.6   Invoices and Payment.

Except
as otherwise provided in this Agreement, Patheon shall charge Cephalon for the Manufacturing Services only in respect of those Products that are shipped to Cephalon and shall
submit to Cephalon, with each shipment of Products, an invoice covering such shipment. Patheon shall also

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provide
Cephalon with an invoice covering any Inventory or Components which are to be purchased by Cephalon pursuant to the terms of this Agreement. Each such invoice shall, to the extent applicable,
identify Cephalon purchase order number, Product numbers, names and quantities, unit price, freight charges and the total amount to be remitted by Cephalon. Cephalon shall pay all such invoices within
thirty days of the receipt thereof.

5.7   Product Deficiencies.



ARTICLE 6  CO-OPERATION

6.1   Quarterly Review.

Each
party shall forthwith upon execution of this Agreement appoint one of its employees to be a relationship manager responsible for liaison between the parties. The relationship
managers shall meet not less than quarterly to review the current status of the business relationship and manage any issues that have arisen.

6.2   Product Recalls and Returns.



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6.3   Customer Questions and Complaints.

Cephalon
shall have the sole responsibility for responding to questions and complaints and Adverse Experiences from Cephalon's customers. Questions or complaints or Adverse Experiences
received by Patheon from Cephalon's customers shall be referred to Cephalon within two (2) business days of receipt. Patheon shall co-operate as reasonably required to allow
Cephalon to determine the cause of and resolve any customer questions and complaints and Adverse Experiences. Such
assistance shall include follow-up investigations, including testing. In addition, within 10 days from the date of request, Patheon shall provide Cephalon with all necessary
information that will enable Cephalon to respond properly to questions or complaints or Adverse Experiences relating to the Products. Unless it is determined that the cause of any customer complaint
or Adverse Experiences resulted from a failure by Patheon to provide the Manufacturing Services in accordance with the Patheon Manufacturing Responsibilities, all costs incurred in respect of this
Section 6.3 shall be borne by Cephalon.

6.4   Governmental Agencies.

Cephalon
shall be primarily responsible for communicating with any governmental agency, including but not limited to governmental agencies responsible for granting regulatory approval
for the Products, regarding such Products; provided, however, that if in the opinion of Patheon's counsel, it must communicate with a governmental agency to comply with the terms of this Agreement or
the requirements of any law, governmental order or regulation it may do so. Unless, in the reasonable opinion of its counsel, there is a legal prohibition against doing so, each party shall permit the
other party to accompany and take part in any communications with the agency, and to receive copies of all such communications from the agency.

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6.5   Records and Accounting by Patheon.

Patheon
shall keep records of the manufacture, testing and shipping of the Products, the Active Materials and Components, and retain samples of such Products, Active Materials and
Components as are necessary to comply with manufacturing regulatory requirements applicable to Patheon, as well as to assist with resolving product complaints and other similar investigations. Copies
of such records and samples shall be retained for a period of five years following the date of manufacture, or longer if required by law. Cephalon is responsible for retaining samples of the Products
necessary to comply with the legal/regulatory requirements applicable to Cephalon.

6.6   Inspection.

Cephalon
may inspect Patheon reports and records relating to this Agreement during normal business hours and with reasonable advance notice, provided a Patheon representative is present
during any such inspection. Patheon shall promptly notify Cephalon of any contacts, inspections or audits by any
governmental agency involving the Products. Patheon will promptly provide Cephalon with copies of any government-issued inspection observation reports (including without limitation FDA
Form 483s and equivalent forms from other regulatory bodies) and agency correspondence, purged only of confidential information that is unrelated to the Products, that may be reasonably
expected to adversely affect the Products. Patheon and Cephalon will cooperate in resolving any concerns with any governmental agency. Patheon will also inform Cephalon of any action taken by any
governmental agency against Patheon or any of its officers or employees which may be reasonably expected to adversely affect the Products or Patheon's ability to supply the Products hereunder within
24 hours after the action is taken.

6.7   Access.

Patheon
shall provide Cephalon with reasonable access at mutually agreeable times to any of its facilities in which the Products are manufactured, stored, handled or shipped in order to
permit Cephalon's verification of Patheon's compliance with the terms of this Agreement and with all applicable laws and regulations.

6.8   Reports.

Patheon
will supply on an annual basis all product data, including release test results, complaint test results, all investigations (in manufacturing, testing and storage), and the like,
that Cephalon reasonably requires in order to complete any filing under any applicable regulatory regime, including any Annual Product Review report that Cephalon is required to file with the FDA.

6.9   Validation.

Patheon
will at Cephalon's expense validate all processes, methods, equipment, utilities, facilities and computers used in the formulation, packaging, storage, testing and release of
Products in conformance with all applicable laws and regulations. Cephalon will have the right to review the results of said validation upon request.

6.10 Quality Compliance.

Patheon
will provide Cephalon with timely notification of all significant deviations, notes to file, and other deficiencies that may be reasonably expected to impact the quality of the
Products, as well as all FDA reports regarding testing, manufacture, packaging or labelling of the Products.

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6.11 Batch Records.

Patheon
will prepare records which include information relating to the manufacturing, packaging and quality operations for each lot of Products at the time such operations occur. Patheon
will prepare such records in accordance with cGMPs and the Technical Agreement.

ARTICLE 7  TERM AND TERMINATION

7.1   Initial Term.

This
Agreement shall become effective as of the Commencement Date and shall continue for a period of five years from such date (the "Initial
Term"), unless terminated earlier by one of the parties as provided herein. This Agreement shall automatically continue after the Initial Term for successive terms of one year
each unless either party gives not less than eighteen (18) months prior written notice to the other party of its intention to terminate this Agreement.

7.2   Termination for Cause.



7.3   Product Discontinuation.

Cephalon
shall provide at least six months' advance notice if it intends to no longer order a Product due to that Product's discontinuance in the market.

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7.4   Obligations on Termination.

If
this Agreement expires or is terminated in whole or in part for any reason, then (in addition to any other remedies either party may have in the event of default by the other party):



Any
termination or expiration of this Agreement shall not affect any outstanding obligations or payments due hereunder prior to such termination or expiration, nor shall it prejudice any
other remedies that the parties may have under this Agreement. For greater certainty, termination of this Agreement for any reason shall not affect the obligations and responsibilities of the parties
pursuant to Article 9, all of which survive any termination.

ARTICLE 8  REPRESENTATIONS, WARRANTIES AND COVENANTS

8.1   Authority.

Each
party represents and warrants that it has the full right and authority to enter into this Agreement, and that it is not aware of any impediment that would inhibit its ability to
perform its obligations hereunder.

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8.2   General.

Patheon
represents and warrants to Cephalon that (a) it has and will maintain throughout the pendency of this Agreement, the expertise, with respect to personnel and equipment, to
fulfill the obligations established hereunder, and has obtained all requisite material licenses, authorizations and approvals required by federal, provincial or local government authorities including,
but not limited to, the FDA, Environmental Protection Agency ("EPA"), Ontario Health and Safety Act ("OHSA"), etc. to manufacture the Products; (b) the production facility, equipment and
personnel to be employed to formulate and package the Products will be qualified to manufacture product in accordance with cGMPs at the time each such batch of Products is produced, and that the
production facilities to be employed is in compliance with all applicable material laws and regulations; (c) there are no pending or uncorrected citations or adverse conditions noted in any
inspection of the production facilities to be employed which would cause the Products to be misbranded or adulterated within the meaning of the United StatesFood, Drug and
Cosmetics Actof 1938 (21 U.S.C. Section 201 et seq.), together with any regulation promulgated thereunder, including without limitation, all cGMPs, in each case as
amended from time to time.

8.3   Non-Infringement.

Cephalon
represents and warrants that:



8.4   Debarred Persons.

Patheon
covenants that it will not in the performance of its obligations under this contract use the services of any person debarred or suspended under 21 U.S.C. §335(a) or
(b). Patheon represents that it does not currently have, and covenants that it will not hire, as an officer or an employee any person who has been convicted of a felony under the laws of the United
States for conduct relating to the regulation of any drug product under theUnited States Food, Drug and Cosmetic Act.

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8.5   Permits.

Cephalon
shall be solely responsible for obtaining or maintaining any permits or other regulatory approvals in respect of the Products or Cephalon's Technical Information, including,
without limitation, all marketing and post-marketing approvals. Patheon shall be responsible for obtaining and maintaining all site license for the manufacture of Products and shall comply
with all applicable regulations promulgated by the FDA in connection with the manufacture of Products.

8.6   Compliance with Laws.

Each
party, in connection with its performance under this Agreement, shall comply with all applicable laws, rules, regulations, orders and guidelines.

ARTICLE 9  REMEDIES AND INDEMNITIES

9.1   Consequential Damages.

Under
no circumstances whatsoever shall either party be liable to the other in contract, tort, negligence, breach of statutory duty or otherwise for any (direct or indirect) loss of
profits, of production, of anticipated savings, of business or goodwill or for any liability, damage, costs or expense of any kind incurred by the other party of an indirect or consequential nature.

9.2   Limitation of Liability.



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9.3   Patheon.

Subject
to Section 9.1 and 9.2, Patheon agrees to defend, indemnify and hold Cephalon, its officers, employees and agents harmless against any and all losses, damages, costs,
claims, demands, judgments and liability to, from and in favour of third parties (other than Affiliates) resulting from, or relating to any claim of personal injury or property damage to the extent
that such injury or damage is the result of a failure by Patheon to provide the Manufacturing Services in accordance with the Patheon Manufacturing Responsibilities or any breach of this Agreement by
Patheon, including, without limitation, any representation or warranty contained herein, except to the extent that any such losses, damages, costs, claims, demands, judgments and liability are due to
the negligence or wrongful act(s) of Cephalon, its officers, employees or agents. Cephalon shall promptly notify Patheon of any such claim, shall use commercially reasonable efforts to mitigate the
effects of such claim, shall reasonably cooperate with Patheon in the defense of such claim and shall permit Patheon to control the defense and settlement of such claim, all at Patheon's cost and
expense.

9.4   Cephalon.

Subject
to 9.1 and 9.2, Cephalon agrees to defend, indemnify and hold Patheon, its officers, employees and agents harmless against any and all losses, damages, costs, claims, demands,
judgments and liability to, from and in favour of third parties (other than Affiliates) resulting from, or relating to any claim of infringement or alleged infringement of any Third Party Rights in
respect of the Products, and any claim of personal injury or property damage to the extent that such injury or damage is the result of a breach of this Agreement by Cephalon, including, without
limitation, any representation or warranty contained herein, except to the extent that any such losses, damages, costs, claims, demands, judgments and liability are due to the negligence or wrongful
act(s) of Patheon, its officers, employees or agents. Patheon shall promptly notify Cephalon of any such claims, shall use commercially reasonable efforts to mitigate the effects of such claim, shall
reasonably cooperate with Cephalon in the defense of such claims and shall permit Cephalon to control the defense and settlement of such claims, all at Cephalon's cost and expense.

9.5   Reasonable Allocation of Risk.

The
parties acknowledge and agree that the provisions of this Agreement (including, without limitation, this Article 9) are reasonable and create a reasonable allocation of risk
having regard to the relative profits the parties respectively expect to derive from the Products, and that Patheon, in its fees for the provision of the Manufacturing Services, has not accepted a
greater degree of the risks arising from the manufacture, distribution and use of the Products, based on the fact that Cephalon has developed and holds the marketing approval for the Products and
requires Patheon to manufacture and label the Products strictly in accordance with Cephalon's Technical Information, and that Cephalon and not Patheon is in a position to inform and advise potential
users of the Products as to the circumstances and manner of use of the Products.

ARTICLE 10  CONFIDENTIALITY

10.1 Disclosure

During and in furtherance of this Agreement, each of the parties hereto may disclose certain of its Confidential Information to the other party.

10.2 Use of Information

During the Initial Term and any renewals of this Agreement, and for a period of five years from the termination of this Agreement, each of the parties hereto
agrees (i) to use the Confidential

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Information
only in connection with the terms of this Agreement; (ii) to treat the Confidential Information as it would its own proprietary information; and (iii) to take all reasonable
precautions to prevent the disclosure of the Confidential Information to any third party, other than an Affiliate, without the prior written consent of the other party..

10.3 Exceptions

Each of Patheon and Cephalon shall be relieved of any and all of the obligations under Section 10.2 regarding Confidential Information which (i) was
known by the recipient prior to receipt hereunder; (ii) at the time of disclosure, was generally available to the public, or which after disclosure hereunder becomes generally available to the
public through no fault attributable to a party hereto; or (iii) is hereafter made available for use or disclosure from any third party having a right to do so.

10.4 Designation of Confidentiality.

All
oral information shall be reduced to writing forthwith after disclosure. Each party shall either mark its Confidential Information "Confidential" or "Proprietary" or ensure that it
is covered by a notice indicating that such information is confidential. For greater certainty, a verbal disclosure by a party of its Confidential Information shall be followed by a written Summary of
the conversation marked "Confidential" and be delivered to the other party within thirty days of the conversation.

ARTICLE 11  DISPUTE RESOLUTION

11.1 Commercial Disputes.

In
the event of any dispute arising out of or in connection with this Agreement (other than a dispute determined in accordance with Section 5.7(b) or a Technical Dispute), the
parties shall first try to solve it amicably. In this regard, any party may send a notice of dispute to the other, and each party shall appoint, within 10 Business Days from receipt of such notice of
dispute, a single representative having full power and authority to solve the dispute. The representatives so designated shall meet as necessary in order to solve such dispute. If these
representatives fail to solve the matter within one month from their appointment, or if a party fails to appoint a representative within the 10 Business Day period set forth above, such dispute shall
immediately be referred to the Chief Operating Officer or Executive Vice President, Operations (or such other officer as they may designate) of each party who will meet and discuss as necessary in
order to try to solve the dispute amicably. Should the parties fail to reach a resolution under this Section 11.1, their dispute will be referred to a court of competent jurisdiction in
accordance with Section 12.12.

11.2 Technical Dispute Resolution.

In
the event of a dispute (other than disputes in relation to the matters set out in Sections 5.7(b) and 11.1) between the parties that is exclusively related to technical aspects of the
manufacturing, packaging, labelling, quality control testing, handling, storage or other activities under this Agreement (a "Technical Dispute"), the
parties shall make all reasonable efforts to resolve the dispute by amicable negotiations. In this regard, senior representatives of each party shall, as soon as practicable and in any event no later
than 10 Business Days after a written request from either party to the other, meet in good faith to resolve any Technical Dispute. If, despite such meeting, the parties are unable to resolve a
Technical Dispute within a reasonable time, and in any event within 30 Business Days of such written request, the Technical Dispute shall, at the request of either party, be referred for determination
to an expert in accordance with the provisions of Schedule F. In the event that the parties cannot agree whether a dispute is a Technical Dispute, Section 11.1 shall prevail. For greater
certainty, the parties

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agree
that the release of the Products for sale or distribution pursuant to the applicable marketing approval for such Products shall not by itself indicate compliance by Patheon with its obligations
in respect of the Manufacturing Services and further that nothing in this Agreement (including Schedule F) shall remove or limit the authority of the relevant qualified person (as specified by
the Technical Agreement) to determine whether the Products are to be released for sale or distribution.

ARTICLE 12  TRADEMARKS

12.1 Trademarks.

Patheon
shall have the non-exclusive right to use the Trademarks in packaging the Products in connection with fulfilling its obligations hereunder. The rights granted Patheon
hereunder to use the Trademarks shall in no way affect Cephalon's ownership of such Trademarks. No other right, title or interest in the Trademarks is established hereby, and nothing herein shall be
construed to grant any right or license to Patheon to use the Trademarks or the name CEPHALON, other than as specifically set forth herein. Patheon will manufacture and package the Products using only
the relevant Trademarks listed in Schedule H. Patheon will use the Trademarks in strict accordance with instructions given by Cephalon and shall not make any changes to the Trademarks. Upon
termination of this Agreement, Patheon will cease all use of the Trademarks and any license to use the Trademarks granted hereunder shall be cancelled.

ARTICLE 13  MISCELLANEOUS

13.1 Intellectual Property.

Cephalon
and Patheon hereby acknowledge that neither party has, nor shall it acquire, any interest in any of the other party's Intellectual Property unless otherwise expressly agreed to
in writing. Each party agrees not to use any Intellectual Property of the other party, except as specifically authorized by the other party or as required for the performance of its obligations under
this Agreement. Any inventions, discoveries, improvements, or trade secrets made by Patheon in the performance of this Agreement that specifically relate to the Products or their manufacture
(including any new use or any change in the method of producing testing or storing the Products) shall be owned by Cephalon. Patheon shall execute such instruments as shall be required to evidence or
effectuate Cephalon's ownership of any such inventions, and shall cooperate upon reasonable request (and at Cephalon's expense) in the prosecution of patents and other intellectual property rights
related to any such inventions.

13.2 Insurance.

Each
party shall maintain commercial general liability insurance, including blanket contractual liability insurance covering the obligations of that party under this Agreement through
the term of this Agreement and for five years thereafter, which insurance shall afford limits of not less than $5,000,000 for each occurrence for personal injury liability, products liability and
property damage liability. If requested each party will provide the other with a certificate of insurance evidencing the above and showing the name of the issuing company, the policy number, the
effective date, the expiration date and the limits of liability. The insurance certificate shall further provide for a minimum of thirty days' written notice to the insured of a cancellation of, or
material change in, the insurance.

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13.3 Independent Contractors.

The
parties are independent contractors and this Agreement shall not be construed to create between Patheon and Cephalon any other relationship such as, by way of example only, that of
employer-employee, principal agent, joint-venturer, co-partners or any similar relationship, the existence of which is expressly denied by the parties hereto.

13.4 No Waiver.

Either
party's failure to require the other party to comply with any provision of this Agreement shall not be deemed a waiver of such provision or any other provision of this Agreement.

13.5 Assignment.

Patheon
may not assign this Agreement or any of its rights or obligations hereunder except with the written consent of Cephalon, such consent not to be unreasonably withheld. For greater
certainty, Patheon may arrange for subcontractors to perform specific services arising under this Agreement provided that Patheon remains responsible to Cephalon under this Agreement. Subject to
Section 7.2(d), Cephalon may assign this Agreement or any of its rights or obligations hereunder without approval from Patheon; provided, however, that Cephalon shall give prior written notice
of any assignment to Patheon, any assignee shall covenant in writing with Patheon to be bound by the terms of this Agreement and Cephalon shall remain liable hereunder. Notwithstanding the foregoing
provisions of this Section 13.5 or the provisions of Section 7.2(d), either party may assign this Agreement to any of its Affiliates or to a successor to or purchaser of all or
substantially all of its business, provided that such assignee executes an agreement with the non-assigning party hereto whereby it agrees to be bound hereunder.

13.6 Force Majeure.

Neither
party shall be liable for the failure to perform its obligations under this Agreement if such failure is occasioned by a cause or contingency beyond such party's reasonable
control, including, but not limited to, strikes or other labour disturbances, lockouts, riots, wars, fires, floods, storms, interruption of or delay in transportation, or compliance with any order or
regulation of any government entity acting within colour of right. A party claiming a right to excused performance under this Section 12.6 shall immediately notify the other party in writing of
the extent of its inability to perform, which notice shall specify the occurrence beyond its reasonable control that prevents such performance.

13.7 Additional Product.

Additional
products may be added to this Agreement and such additional products shall be governed by the general conditions hereof with any special terms (including, without limitation,
price) governed by an addendum hereto.

13.8 Notices.

Any
notice, approval, instruction or other written communication required or permitted hereunder shall be sufficient if made or given to the other party by personal delivery, by
telecopier or facsimile

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communication
or by sending the same by first class mail, postage prepaid to the mailing address, or telecopier or facsimile number set forth below:

| |  | If to Cephalon:                                                                  
| |  | ---------------------------------------------------------------------------------
| |  | Cephalon, Inc.
145 Brandywine Parkway
West Chester, PA 19380-4245                
| |  | Attention: Robert J. Urban, Vice President, Technical Operations                 
| |  | Telecopier No.: 610-738-6315                                                     
| |  | If to Patheon:
Patheon Inc.
2100 Syntex Court
Mississauga, Ontario
Canada L5n 7K9
| |  | Attention: President
Telecopier No.: (905) 812-6705                              

or
to such other addresses or telecopier or facsimile numbers provided to the other party in accordance with the terms of this Section 12.8. Notices or written communications made or given by
personal delivery or by telecopier or facsimile shall be deemed to have been sufficiently made or given when sent (receipt acknowledged), or if mailed, five days after being deposited in the United
States or Canadian mail, postage prepaid or upon receipt, whichever is sooner.

13.9 Severability.

If
any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or
affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.

13.10   Entire Agreement.

This
Agreement, together with the Technical Agreement and the Confidentiality Agreement, constitutes the full, complete, final and integrated agreement between the parties hereto
relating to the subject matter hereof and supersedes all previous written or oral negotiations, commitments, agreements, transactions or understandings with respect to the subject matter hereof. Any
modification, amendment or supplement to this Agreement must be in writing and signed by authorized representatives of both parties. In case of conflict, the prevailing order of documents shall be
this Agreement, the Technical Agreement and the Confidentiality Agreement.

13.11   No Third Party Benefit or Right.

For
greater certainty, nothing in this Agreement shall confer or be construed as conferring on any third party any benefit or the right to enforce any express or implied term of this
Agreement.

13.12   Execution in Counterparts.

This
Agreement may be executed in two counterparts, by original or facsimile signature, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.

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13.13   Governing Law.

This
Agreement shall be construed and enforced in accordance with the laws of the State of New York without reference to its choice of law rules.

IN
WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Agreement as of the date first written above.

| |  | PATHEON INC.  
| |  | --------------
| |  | By:           
| |  | CEPHALON, INC.
| |  | By:           

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SCHEDULE A    PRODUCTS, MINIMUM RUN QUANTITY,  MINIMUM ANNUAL VOLUME AND FEES

Provigil 100 mg Tablet

|                        |  | 100mg tablet
100's bottle
Low Volume |  | 100mg tablet
Bulk
Low Volume |  | 100mg tablet
100's bottle
High Volume |  | 100mg tablet
Bulk
High Volume
|----------------------- |  | ------------------------------------ |  | ---------------------------- |  | ------------------------------------- |  | -----------------------------
|Annual Quantity (Units) |  | [**]                                 |  | [**]                         |  | [**]                                  |  | [**]                         
|Run Quantity (Units)    |  | [**]                                 |  | [**]                         |  | [**]                                  |  | [**]                         
|Price/Unit              |  | [**]                                 |  | [**]                         |  | [**]                                  |  | [**]                         

Provigil 200mg Tablet

|                        |  | 200mg
100's bottle
Low Volume |  | 200mg tablet
100's bottle
High Volume
|----------------------- |  | ----------------------------- |  | -------------------------------------
|Annual Quantity (Units) |  | [**]                          |  | [**]                                 
|Run Quantity (Units)    |  | [**]                          |  | [**]                                 
|Price/Unit              |  | [**]                          |  | [**]                                 

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Provigil 100 mg Tablet

|                        |  | 100mg tablet
100's bottle
Low Volume |  | 100mg tablet
Bulk
Low Volume |  | 100mg tablet
100's bottle
High Volume |  | 100mg tablet
Bulk
High Volume
|----------------------- |  | ------------------------------------ |  | ---------------------------- |  | ------------------------------------- |  | -----------------------------
|Annual Quantity (Units) |  | [**]                                 |  | [**]                         |  | [**]                                  |  | [**]                         
|Run Quantity (Units)    |  | [**]                                 |  | [**]                         |  | [**]                                  |  | [**]                         
|Price/Unit              |  | [**]                                 |  | [**]                         |  | [**]                                  |  | [**]                         

Provigil 200mg Tablet

|                        |  | 200mg
100's bottle
Low Volume |  | 200mg tablet
100's bottle
High Volume
|----------------------- |  | ----------------------------- |  | -------------------------------------
|Annual Quantity (Units) |  | [**]                          |  | [**]                                 
|Run Quantity (Units)    |  | [**]                          |  | [**]                                 
|Price/Unit              |  | [**]                          |  | [**]                                 

Bottlespricing
is per bottle of 100 tables / Bulkpricing is per thousand tablets.

All prices quoted in US Funds. Revised pricing will be incorporated after finalization of the batch size.

[**(1)]

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SCHEDULE B    STABILITY TESTING FEES

Commercial and Product Stability Protocols and associated pricing to be determined between the parties and, upon execution by the duty authorized representatives
of the parties hereto, attached to this schedule B.

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SCHEDULE C    ACTIVE MATERIALS

Active Material

Suppliermodafinil

Orsymonde
Z.I. Mitry Compans
Rue Gay Lussac
77292 Mitry Mory Cedex
FRANCE


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SCHEDULE D    ACTIVE MATERIALS VALUE

|Active Material |  | Quantity Supplied |  | Active Material Value
per Batch |  | Maximum Active
Material Value
per Year
|--------------- |  | ----------------- |  | ------------------------------- |  | --------------------------------------
|modafinil       |  | [**]              |  | [**]                            |  | [**]                                  

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SCHEDULE E    BATCH NUMBERING AND EXPIRATION DATES

Products manufactured at Patheon Inc. will bear lot numbers as described in Patheon SOP OPS1026 and will have expiry dates as described in Patheon SOP
OPS1062.

The
expiry period starts when ingredients are blended.

SCHEDULE F    TECHNICAL DISPUTE RESOLUTION

Technical Disputes which cannot be resolved by negotiation as provided in Section 11.2 shall be resolved in the following matter:

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For
greater certainty, the parties agree that the release of the Products for sale or distribution pursuant to the applicable marketing approval for such Products shall not by itself
indicate compliance by Patheon with its obligations in respect of the Manufacturing Services and further that nothing in this Agreement (including this Schedule F) shall remove or limit the
authority of the relevant qualified person (as specified by the Technical Agreement) to determine whether the Products are to be released for sale or distribution.

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SCHEDULE G  FORM OF TECHNICAL AGREEMENT

THIS AGREEMENTmade as of the 1st day of January, 2003

B
E T W E E N:

| |  | Cephalon, Inc.,
a corporation existing under the laws of the State of Delaware,
(hereinafter referred to as "Cephalon")
| |  | -----------------------------------------------------------------------------------------------------------------------
| |  | and                                                                                                                  
| |  | PATHEON INC.,
a corporation existing under the laws of Canada,
(hereinafter referred to as "Patheon"),                 

WHEREAS pursuant to a manufacturing services agreement dated January 1, 2003 between Patheon and Cephalon (the
"MSA"), Patheon agreed to provide pharmaceutical manufacturing services in respect of certain Products (as described in Schedule A hereto);

AND
WHEREAS pursuant to the MSA, Cephalon is required to provide certain information to Patheon in order for Patheon to provide the Manufacturing Services (the
"Cephalon's Technical Information");

AND
WHEREAS pursuant to the MSA, Patheon is required to operate within Cephalon's Technical Information as provided;

AND
WHEREAS the parties desire to allocate the responsibility for procedures and specifications impacting on the identity, strength, quality and purity of the Products;

NOW
THEREFORE in consideration of the rights conferred and the obligations assumed under the MSA and herein, and for other good and valuable consideration (the receipt and sufficiency of
which are acknowledged by each party), and intending to be legally bound the parties agree as follows:

ARTICLE 13  TECHNICAL AGREEMENT



| |  | (a) General      
| |  | -----------------
| |  | [**]             
| |  | (b) Raw Materials
| |  | [**]             

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| |  | (c) Bulk Manufacture                       
| |  | -------------------------------------------
| |  | [**]                                       
| |  | 4. Packaging                               
| |  | [**]                                       
| |  | (e) Testing and Release of Finished Product
| |  | [**]                                       
| |  | (f) Stability Testing                      
| |  | [**]                                       

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ARTICLE 14    COMPLIANCE BETWEEN PRODUCT REGISTRATION AND THE  MANUFACTURING PROCESS

ARTICLE 15  BATCH RELEASE

ARTICLE 16  BATCH DOCUMENTATION

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ARTICLE 17  STABILITY

ARTICLE 18  VALIDATION

ARTICLE 19  GENERAL

32

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II. Scope

This Quality Manual applies to all contract operations by Patheon for Cephalon, West Chester, PA for production of Provigil 100mg and 200mg tablets.

III. Quality System and Requirements

A. Manufacturing GMP Compliance







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B.
Quality Control



34

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C.
Quality Assurance



35

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D.
Regulatory Compliance



36

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E.
Dispute Resolution



F.
Change Management



37

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G.
Product and Process Validation



H.
Annual Product Review, Annual Report and Drug Listing









I.
Shipping Instructions



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| |  | CEPHALON, INC.
| |  | --------------
| |  | By:           
| |  | Name:         
| |  | Title:        
| |  | Date:         
| |  | PATHEON       
| |  | By:           
| |  | Name:         
| |  | Title:        
| |  | Date:         

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SCHEDULE A  PRODUCT(S)

|Product(s)       |  | Galenic Form |  | Dosage (Strength)
|---------------- |  | ------------ |  | -----------------
|PROVIGIL TABLETS |  | modafinil    |  | 100mg            
|PROVIGIL TABLETS |  | modafinil    |  | 200mg            

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SCHEDULE B  QUALITY CONTACTS

|Client     |  |           
|---------- |  | ----------
|Cephalon:  |  | Patheon:  
|Attention: |  | Attention:
|Fax No.:   |  | Fax No.:  

|Title                 |  | Individual |  | Phone |  | Fax  |  | E-Mail
|--------------------- |  | ---------- |  | ----- |  | ---- |  | ------
|Contract Management   |  | [**]       |  | [**]  |  | [**] |  | [**]  
|Schedules & Forecasts |  | [**]       |  | [**]  |  | [**] |  | [**]  
|Product Complaints    |  | [**]       |  | [**]  |  | [**] |  | [**]  
|Medical               |  | [**]       |  | [**]  |  | [**] |  | [**]  
|Documentation         |  | [**]       |  | [**]  |  | [**] |  | [**]  
|Labeling              |  | [**]       |  | [**]  |  | [**] |  | [**]  
|Regulatory            |  | [**]       |  | [**]  |  | [**] |  | [**]  
|Technical Support     |  | [**]       |  | [**]  |  | [**] |  | [**]  
|Quality               |  | [**]       |  | [**]  |  | [**] |  | [**]  
|Cert Approval         |  | [**]       |  | [**]  |  | [**] |  | [**]  

**  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.

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SCHEDULE C  Release Documentation

A Certificate of Analysis (C of A)

This document will include the name of the PRODUCT, the batch number, and the date of manufacture. The C of A will also list the acceptance criteria for each
release test performed and the
associated result for each test, along with the test identifier number (Standard Test Method). The C of A will be signed by an appropriate QA representative.

Certificate of Compliance (C of C)

This document will attest to the fact that the batch of Products was made in accordance with the master batch records, the relevant product specifications and the
related Basic Operating Procedures. This C of C will include the batch quantity approved, the batch yield, and the expiration date. It will also include a listing of all exception documents
(deviations, Non-conformances, re-inspection, etc.) associated with the batch. The C of C will be signed by an appropriate QA representative.

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SCHEDULE H  CEPHALON'S TRADEMARKS

GRAPHIC

Cephalon®

Provigil®

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