**EXHIBIT10.19(h)**

FORM OF SEVEN YEARCONVERTIBLE 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 |   |   |

 

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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. ZeroCoupon Convertible Subordinated Notes due June 15, 2033, first putable June 15,2010 (“**Reference Notes**”)

Ladies and Gentlemen,

Referenceis made to the convertible bond hedgetransaction (the “**Transaction**”) entered into by Credit SuisseInternational (“**Party A**”) and Cephalon Inc. (“**Party B**”) pursuant to an ISDA confirmation dated asof June 6, 2003, as amended by the amendment dated as of December 3, 2004, withrespect to the Reference Notes (the “**Confirmation**”). Capitalized terms used herein withoutdefinition shall have the meanings assigned to them in the Confirmation.

Pursuant to Section 4(b) of the Confirmation, theportion of the Transaction in respect of *[A]* principalamount of the Exchanged Reference Notes is hereby terminated (such terminatedportion, the “**Terminated Transaction**”).  Notwithstanding provisions of Section 6(b) ofthe Agreement relating to notice, Party A and Party B hereby agree that thedate of this letter shall be the Early Termination Date in respect of theTerminated Transaction. “**Exchanged ReferenceNotes**” means References Notes that are no longer outstanding as aresult of the occurrence of a Repayment Event on December 13, 2006.

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

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

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Please indicate your agreement with the terms set forth in this letter bysigning 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 SUISSESECURITIES (USA) LLC, acting through its New York branch and solely in itscapacity 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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