Exhibit 10.10(j)  


LEASE AMENDMENT "5"  


        THIS AMENDMENT is attached to and hereby forms a part of that certain LEASE ("Lease") made the 1st day of December, 1994, by and between Green, Praver Et Al
("Landlord") and Anesta Corp., a Delaware Corporation. 


        WHEREAS,
Tenant has merged with and is now a wholly owned subsidiary of Cephalon, Inc. ("Tenant"). 


        WHEREAS,
Tenant and Landlord desire to memorialize their understanding and to amend the Lease consistent therewith. 


        NOW,
THEREFORE, in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Tenant and Landlord agree as follows: 


        1.    CORRECTION OF SQUARE FOOTAGE    



        In
preparation for the extension of Tenant's Lease, the Premises was measured by Tenant. The corrected square footage of the Premises is 52,199 square feet. This corrected square footage
will be used for calculating the rent and additional rent beginning July 1, 2001. 


        2.    RENTAL RATES    


        Beginning
July 1, 2001 and ending March 31, 2002, Tenant shall pay $29,033.08 per month based on the corrected square footage of 52,199 square feet. The annual base rent
shall be adjusted each year
thereafter, effective on each anniversary date, which is April 1st of each year, by a percentage equal to the percentage increase in the United States Department of Labor Statistics New
Consumer Price Index for all Urban Consumers (CPI-U, National Index, 1982-1984 = 100) as published by the United States Department of Labor, Bureau of Labor Statistics,
using as a base the index for the two months immediately preceding the commencement of the expansion space lease term compared to the index for the two months immediately preceding the anniversary
date of the year for which the lease adjustment is being made. The foregoing notwithstanding, the annual base rent shall not be increased by more than three percent in any one year. 


        3.    ADDITIONAL RENT    



        Tenant
shall pay, as additional rent for Suite #600, Tenant's proportionate share of "Basic Costs Increases" as defined in Section 2.3 of the Lease. "Tenant's Proportionate Share"
for the expansion space shall mean 27.38 percent, which is determined by dividing the 52,199 square feet being rented by Tenant by 190,628 square feet, the total rentable space in the Project.
The monthly charge for additional rent for Suite 600 is $7,307.86 which represents the 52,199 square feet times $0.14. The additional rent rate of $0.14 shall be adjusted annually or at such time as
there is a significant change in the costs of any item of additional rent to be paid by Tenant as per Section 2.3. of the Lease. 



        4.    VALID AGREEMENTS    


        Tenant
and Landlord acknowledge that the Lease (including Amendments 1 through 4) is a valid and enforceable agreement and that the Tenant holds no claims against Landlord or its
agents which might serve as the basis of any set-off against accruing rent and other charges or any other remedy in law or in equity. Except as is herein specifically modified and amended
or as is necessary to give meaning and effectuate the terms hereof, the Lease shall remain in full force and effect, it being understood and agreed that this Amendment, upon execution, becomes a part
of the total Lease. 


        5.    BROKERS    


        Except
as herein set out, Tenant represents, and warrants that there are no claims for brokerage commissions or finder's fees in connection with this Lease and agrees to indemnify
Landlord against 





 



and
hold it harmless from all liabilities arising from such claim, including any attorney's fees connected therewith. Landlord shall pay the brokerage fees and/or commissions payable in connection
with this Lease to Asset Management Services, inc., who represents Landlord. pursuant to the applicable listing and/or brokerage agreement between Landlord and said party. 


        6.    AUTHORITY OF SIGNATORIES    


        The
persons executing this Lease Amendment "5" on behalf of Landlord and Tenant, each represent and warrant that he or she has the authority to execute this Agreement and to bind the
respective party. By signing this document on behalf of Landlord, the Property Manager (Gregory W. Strong) executing this Amendment on Landlord's behalf does not, by signing this Amendment in that
capacity, agree to assume any personal liability or to perform any of the obligations under this Amendment. Such Property Manager is, however, authorized to execute this Amendment on Landlord's behalf
and has the authority to bind Landlord to perform the terms of this Amendment. 


        IN
WITNESS WHEREOF, the parties have duly executed this Amendment this 20th day of July, 2001. 



	 LANDLORD: GREEN PRAVER ET AL	 	TENANT: CEPHALON, INC.
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	By:	 	/s/ Gregory W. Strong	 	By:	 	/s/ J. Kevin Buchi
	 	 	
	 	 	 	

	Its:	 	Project Manager	 	Its:	 	CFO & SR. V.P.
	 	 	
	 	 	 	





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