Exhibit 4.2


 


THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY TO CEPHALON, INC. (THE “COMPANY”) OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND
ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.  TRANSFERS OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS TO NOMINEES OF THE DEPOSITORY
TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN ARTICLE TWO OF THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF. 
THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 

















 


CEPHALON,
INC.


 




	
  CUSIP: 156708AR0

  	
  No.   R-1

  






 


2.50% CONVERTIBLE SENIOR SUBORDINATED
NOTES DUE MAY 1, 2014


 


Cephalon, Inc., a Delaware corporation (the “Company,” which term
shall include any successor corporation under the Indenture referred to on the
reverse hereof), promises to pay to Cede & Co., or registered assigns,
the principal sum of five hundred million dollars ($500,000,000) on May 1,
2014 or such greater or lesser amount as is indicated on the Schedule of
Exchanges of Securities on the other side of this Security.


 


This Security is convertible as specified on the other side of this
Security. Additional provisions of this Security are set forth on the other
side of this Security.


 


[Signature Page Follows]


 


2

















 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed on the date written below.


 




	
   

  	
  CEPHALON, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ J. Kevin Buchi

  
	
   

  	
  Name: 

  	
  J. Kevin Buchi

  
	
   

  	
  Title:

  	
  Executive Vice President and

  
	
   

  	
   

  	
  Chief Financial Officer

  






 


 


Trustee’s Certificate of Authentication: This is one of the Securities
referred to in the within-mentioned Indenture.


 


 


U.S.BANK NATIONAL ASSOCIATION,


as Trustee


 


 




	
  By:

  	
  /s/ Arthur L. Blakeslee

  	
   

  
	
  Authorized Signatory

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated: May 27, 2009

  	
   

  






 


3

















 


CEPHALON,
INC.


 


2.50%
CONVERTIBLE SENIOR SUBORDINATED NOTES DUE MAY 1, 2014


 


1.            
INTEREST AMOUNTS


 


Cephalon, Inc., a Delaware corporation (the “Company,” which term
shall include any successor corporation under the Indenture hereinafter
referred to), will pay interest at a rate of 2.50% per annum, on the principal
amount of this Security payable as provided in the Indenture.


 


2.            
METHOD OF PAYMENT


 


The Company shall pay any interest on this Security to the person who
is the Holder of this Security at the close of business on April 15 or October 15,
as the case may be, next preceding the related interest payment date. The
Holder must surrender this Security to a Paying Agent to collect payment of
principal and interest, if any.  Interest on the Security will be paid at
a rate of 2.50% per annum, payable semi-annually in arrears on May 1 and November 1
of each year, or if any such day is not a Business Day, the immediately
following Business Day, commencing November 1, 2009.  Interest is
computed on the basis of a 360-day year comprised of twelve 30-day
months.  In the event of the maturity, conversion or purchase of the
Security by the Company at the option of the Holder, interest shall cease to
accrue on the Security.  However, the Company will pay interest on the
maturity date to a Holder of record of the Security on the record date
immediately preceding the stated maturity date regardless of whether such
Holder converts the Security.


 


The Company will make all payments in respect of a Global Security
registered in the name of the Depositary or its nominee to the Depositary or
its nominee, as the case may be, by wire transfer of immediately available
funds to the account of the Depositary or its nominee.  The Company will make all payments in respect
of a Certificated Security (including principal and interest) in U.S. dollars
at the office of the Trustee.  At the
Company’s option, the Company may make such payments by mailing a check to the
registered address of each Holder thereof as such address shall appear on the
register or, if requested by a Holder of more than $1,000,000 in aggregate
principal amount of Securities, by wire transfer of immediately available funds
to the account specified by such Holder.


 


3.            
PAYING AGENT,
REGISTRAR AND CONVERSION AGENT


 


Initially, U.S. Bank National Association (the “Trustee,” which term
shall include any successor trustee under the Indenture hereinafter referred
to) will act as Paying Agent, Registrar and Conversion Agent. The Company may
appoint and change any Paying Agent, Conversion Agent or Registrar without notice,
other than notice to the Trustee; provided
that the Company will maintain at least one Paying Agent in the United States
of America, which shall initially be an office or agency of the Trustee.  The Company or any of its Subsidiaries may,
subject to certain limitations set forth in the Indenture, act as Paying Agent
or Registrar.


 


4

















 


4.            
INDENTURE,
LIMITATIONS


 


This Security is one of a duly authorized issue of Securities of the
Company designated as its 2.50% Convertible Senior Subordinated Notes due May 1,
2014 (the “Securities”), issued under an Indenture, dated as of May 27,
2009 (together with any supplemental indentures thereto, the “Indenture”),
between the Company and the Trustee. The terms of this Security include those
stated in the Indenture and those required by or made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended, as in effect on the
date of the Indenture. This Security is subject to all such terms, and the
Holder of this Security is referred to the Indenture and said Act for a
statement of them.


 


The Securities are senior subordinated unsecured obligations of the
Company limited, except as set forth in the Indenture, to up to $500,000,000
aggregate principal amount. The Indenture does not limit other debt of the
Company, secured or unsecured, including Senior Indebtedness.


 


5.            
PURCHASE OF
SECURITIES AT OPTION OF HOLDER UPON A FUNDAMENTAL CHANGE


 


At the option of the Holder and subject to the terms and conditions of
the Indenture, the Company shall become obligated to purchase all or any part
specified by the Holder (so long as the principal amount of such part is $1,000
or an integral multiple of $1,000 in excess thereof) of the Securities held by
such Holder on a date, determined by the Company in its sole discretion, that
is not less than 20 Business Days and not more than 30 Business Days after the
occurrence of a Fundamental Change, at a purchase price equal to 100% of the
principal amount thereof, together with any accrued interest up to, but
excluding, the Fundamental Change Purchase Date, unless the Fundamental Change
Purchase Date is after a Record Date and on or prior to the related Interest
Payment Date, in which case interest accrued to the Interest Payment Date will
be paid to Holders of the Securities as of the preceding Record Date and the
Fundamental Change Purchase Price payable to any Holder surrendering such
Holder’s Security for purchase pursuant to Article 3 of the Indenture
shall be equal to the principal amount of Securities subject to purchase and
will not include any accrued and unpaid interest.  The Fundamental Change Purchase Price shall
be payable in cash. The Holder shall have the right to withdraw any Fundamental
Change Purchase Notice (in whole or in a portion thereof that is $1,000 or an
integral multiple of $1,000 in excess thereof) at any time prior to 5:00 p.m.,
New York City time, on the second Scheduled Trading Day immediately preceding
the Fundamental Change Purchase Date by delivering a written notice of
withdrawal to the Paying Agent in accordance with the terms of the Indenture.


 


6.            
CONVERSION


 


A Holder of a Security may convert the principal amount of such
Security (or any portion thereof equal to $1,000 or any integral multiple of
$1,000 in excess thereof) into cash and shares of Common Stock, if any, at any
time prior to the close of business on November 1, 2013, subject to the
conditions, if any, set forth in Section 5.01 of the Indenture; provided, however, that, if the Security
is subject to purchase upon a Fundamental Change, the conversion right will
terminate at the close of business on the second Trading Day immediately
preceding the 


 


5

















 


Fundamental Change Purchase Date for such Security or
such earlier date as the Holder presents such Security for purchase (unless the
Company shall default in making the Fundamental Change Purchase Price when due,
in which case the conversion right shall terminate at the close of business on
the date such default is cured and such Security is purchased).


 


The initial Conversion Price is $69.00 per share, and the initial
Conversion Rate is 14.4928 shares of Common Stock, in each case subject to
adjustment under certain circumstances as provided in the Indenture. No
fractional shares will be issued upon conversion; in lieu thereof, the Company
will pay cash in an amount determined by multiplying the Daily VWAP of a full
share of Common Stock on the last Trading Day of such Conversion Period by the
fractional amount and rounding the product to the nearest whole cent.  Whether fractional shares are issuable upon a
conversion will be determined on the basis of the total number of Securities
that the Holder is then converting into cash and Common Stock, if any, and the
aggregate number of shares, if any, of Common Stock issuable upon such
conversion.


 


To convert a Security, a Holder must (a) complete and manually
sign the conversion notice set forth below and deliver such notice to a
Conversion Agent, (b) surrender the Security to a Conversion Agent, (c) furnish
appropriate endorsements and transfer documents if required by a Registrar or a
Conversion Agent and (d) pay any transfer or similar tax, if required. A
Holder may convert a portion of a Security equal to $1,000 or any integral
multiple thereof.  In the case of a
Security held by the Depositary, such conversion shall be done in accordance
with the applicable rules and procedures of the Depositary.


 


A Security in respect of which a Holder had delivered a Fundamental
Change Purchase Notice exercising the option of such Holder to require the
Company to purchase such Security may be converted only if the Fundamental
Change Purchase Notice is withdrawn in accordance with the terms of the
Indenture.


 


7.            
SUBORDINATION


 


The indebtedness evidenced by the Securities is, to the extent and in
the manner provided in the Indenture, subordinate and junior in right of
payment to the prior payment in full of all Senior Indebtedness of the Company.
Any Holder by accepting this Security agrees to and shall be bound by such
subordination provisions and authorizes the Trustee to give them effect. In
addition to all other rights of Senior Indebtedness described in the Indenture,
the Senior Indebtedness shall continue to be Senior Indebtedness and entitled
to the benefits of the subordination provisions irrespective of any amendment,
modification or waiver of any terms of any instrument relating to the Senior
Indebtedness or any extension or renewal of the Senior Indebtedness.


 


8.            
DENOMINATIONS,
TRANSFER, EXCHANGE


 


The Securities are in registered form, without coupons, in
denominations of $1,000 and integral multiples of $1,000. A Holder may transfer
or exchange Securities in accordance with the Indenture. The Registrar may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes or other governmental charges that may
be imposed in relation thereto by law or permitted by the Indenture.


 


6

















 


9.            
PERSONS DEEMED OWNERS


 


The Holder of a Security may be treated as the owner of it for all
purposes.


 


10.           UNCLAIMED MONEY


 


If money for the payment of principal, or interest, if any, remains
unclaimed for two years, the Trustee or Paying Agent will pay the money back to
the Company at its written request, subject to applicable unclaimed property
law. After that, Holders entitled to money must look to the Company for payment
as general creditors unless an applicable abandoned property law designates
another person.


 


11.           AMENDMENT, SUPPLEMENT AND WAIVER


 


Subject to certain exceptions set forth in the Indenture, the
Securities and the Indenture may be amended or supplemented with the consent of
the Holders of at least a majority in aggregate principal amount of the
Securities then outstanding, and an existing default or Event of Default with
respect to the Securities and its consequence or compliance with any provision
of the Securities or the Indenture may be waived in a particular instance with
the consent of the Holders of a majority in aggregate principal amount of the
Securities then outstanding. Without the consent of or notice to any Holder,
the Company and the Trustee may amend or supplement the Indenture or the
Securities to, among other things, cure any ambiguity, defect or inconsistency
or make any other change that does not adversely affect the rights of any
Holder.


 


12.           CALCULATIONS IN RESPECT OF SECURITIES


 


Except to the extent provided therein, the Company will be responsible
for making all calculations called for under the Indenture and the
Securities.  These calculations include,
but are not limited to, determinations of the Closing Sale Price of the Common
Stock, adjustments to the Conversion Price, any accrued interest payable on the
Securities, the Conversion Price and the Conversion Rate.  The Company will make these calculations in
good faith and, absent manifest error, the calculations will be final and
binding on Holders of the Securities. 
The Company will provide to each of the Trustee and the Conversion Agent
a schedule of its calculations, and the Trustee and the Conversion Agent are
entitled to rely conclusively upon the accuracy of such calculations without
independent verification.  The Trustee
will forward the Company’s calculations to any Holder of the Securities upon
the request of such Holder.


 


13.          
SUCCESSOR ENTITY


 


When a successor corporation assumes all the obligations of its
predecessor under the Securities and the Indenture in accordance with the terms
and conditions of the Indenture, the predecessor corporation (except in certain
circumstances specified in the Indenture) shall be released from those
obligations.


 


14.           DEFAULTS AND REMEDIES


 


Under the Indenture, an “Event of Default” with respect to Securities
shall occur if: (i) the Company defaults in the payment of any principal
of any Security when the same becomes 


 


7

















 


due and payable (whether at maturity, upon required
repurchase, following a Fundamental Change or otherwise), whether or not such
payment shall be prohibited by the provisions of Article 6 of the
Indenture; (ii) the Company fails to pay the cash and deliver the shares
of Common Stock, if any, representing the Conversion Obligation upon conversion
of any Security (including any Additional Shares) within the time period
required by the provisions of the Indenture, whether or not such payment shall
be prohibited by the provisions of Article 6 of the Indenture; (iii) the
Company defaults in the payment of interest when the same becomes due and
payable and the default continues for a period of 30 days, whether or not such
payment shall be prohibited by the provisions of Article 6 of the
Indenture; (iv) the Company fails to perform or comply with any of its
other covenants or agreements contained in the Securities or in the Indenture
(other than a covenant or agreement a default in whose performance or whose
breach is specifically dealt with in clauses (i), (ii) or (iii) above)
and the default continues for 60 days after notice is given in accordance with
the Indenture; (v) the Company defaults in the payment of the purchase price
of any Security when the same becomes due and payable, whether or not such
payment shall be prohibited by the provisions of Article 6 of the
Indenture; (vi) the Company fails to provide a Fundamental Change Purchase
Notice when required by Section 3.01 of the Indenture; (vii) any
indebtedness under any bond, debenture, note or other evidence of indebtedness
for money borrowed by the Company or any Significant Subsidiary (or group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary)
or under any mortgage, indenture or instrument under which there may be issued
or by which there may be secured or evidenced any indebtedness for money
borrowed by, or any other payment obligation of, the Company or any Significant
Subsidiary (or group of Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary) (an “Instrument”) with a principal amount then,
individually or in the aggregate, outstanding in excess of $10,000,000, whether
such indebtedness now exists or shall hereafter be created, is not paid at
final maturity of the Instrument (either at its stated maturity or upon
acceleration thereof) or when otherwise due or is accelerated, and such
indebtedness is not discharged, or such default in payment or acceleration is
not cured or rescinded, within a period of 30 days after there shall have been
given, by registered or certified mail, to the Company by the Trustee or to the
Company and the Trustee by the Holders of at least 25% in aggregate principal
amount of the outstanding Securities a written notice specifying such default
and requiring the Company to cause such indebtedness to be discharged or cause
such default to be cured or waived or such acceleration to be rescinded or
annulled and stating that such notice is a “Notice of Default” under the
Indenture; (viii) the Company or any Significant Subsidiary (or any group
of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary) fails to pay one or more final and non-appealable judgments entered
by a court or courts of competent jurisdiction, the aggregate uninsured or
unbonded portion of which is in excess of $10,000,000, if the judgments are not
paid, discharged, waived or stayed within 30 days; or (ix) the Company or
any Significant Subsidiary (or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary) of the Company, pursuant to
or within the meaning of any Bankruptcy Law (as defined in the Indenture): (a) commences
a voluntary case or proceeding; (b) consents to the entry of an order for
relief against it in an involuntary case or proceeding; (c) consents to
the appointment of a Custodian of it or for all or substantially all of its
property; or (d) makes a general assignment for the benefit of its
creditors; or (x) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that: (a) is for relief against the
Company or any Significant Subsidiary (or any group of Subsidiaries that, taken
as a whole, would constitute a Significant 


 


8

















 


Subsidiary) of the Company in an involuntary case or
proceeding; (b) appoints a Custodian of the Company or any Significant
Subsidiary (or any group of Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary) of the Company for all or substantially
all of the property of the Company or any such Significant Subsidiary (or such
group of Subsidiaries); or (c) orders the liquidation of the Company or
any Significant Subsidiary (or any group of Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary) of the Company; and the case
of each of clause (a), (b) and (c), the order or decree remains unstayed
and in effect for 60 consecutive days.


 


If an Event of Default with respect to the Securities (other than as a
result of certain events of bankruptcy, insolvency or reorganization specified
in the Indenture) occurs and is continuing, the Trustee or the Holders of at
least 25% in aggregate principal amount of the Securities then outstanding may
declare all unpaid principal to the date of acceleration on the Securities then
outstanding to be due and payable immediately, all as and to the extent
provided in the Indenture. If an Event of Default occurs as a result of certain
events of bankruptcy, insolvency or reorganization specified in the Indenture,
unpaid principal of the Securities then outstanding shall become due and
payable immediately without any declaration or other act on the part of the
Trustee or any Holder, all as and to the extent provided in the Indenture.
Holders may not enforce the Indenture or the Securities except as provided in
the Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Securities. Subject to certain limitations,
Holders of a majority in aggregate principal amount of the Securities then
outstanding may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Holders notice of any continuing default (except a
default in payment of principal or any 
interest) if it determines that withholding notice is in their
interests. The Company is required to file periodic reports with the Trustee as
to the absence of default.


 


Under the terms of the Indenture, at the election of
the Company in its sole discretion, the sole remedy for an Event of Default
relating to the failure to comply with Section 7.02 of the Indenture, and
for any failure to comply with the requirements of Section 314(a)(1) of
the TIA, will consist, for the 180 days after the occurrence of such an Event
of Default, exclusively of the right to receive additional interest on the
notes at a rate equal to 0.50% per annum of the aggregate principal amount of
the Securities then outstanding up to, but not including, the 181st day
thereafter (or, if applicable, the earlier date on which the Event of Default
relating to the reporting obligations is cured or waived).  Any such additional interest will be paid and
calculated in the manner set forth in the Indenture.


 


15.           TRUSTEE DEALINGS WITH THE COMPANY


 


U.S. Bank National Association, the Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from and
perform services for the Company or an Affiliate of the Company and may
otherwise deal with the Company or an Affiliate of the Company, as if it were
not the Trustee.


 


16.           NO RECOURSE AGAINST OTHERS


 


A director, officer, employee or shareholder, as such, of the Company
shall not have any liability for any obligations of the Company under the
Securities or the Indenture or for any 


 


9

















 


claim based on, in respect of or by reason of such
obligations or their creation. The Holder of this Security by accepting this
Security waives and releases all such liability. The waiver and release are
part of the consideration for the issuance of this Security.


 


17.           AUTHENTICATION


 


This Security shall not be valid until the Trustee or an authenticating
agent manually signs the certificate of authentication on the other side of
this Security.


 


18.           ABBREVIATIONS AND DEFINITIONS


 


Customary abbreviations may be used in the name of the Holder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian) and UGMA (= Uniform Gifts to Minors
Act).


 


All terms defined in the Indenture and used in this Security but not
specifically defined herein are used herein as so defined.


 


19.           INDENTURE TO CONTROL; GOVERNING LAW


 


In the case of any conflict between the provisions of this Security and
the Indenture, the provisions of the Indenture shall control. This Security
shall be governed by, and construed in accordance with, the laws of the State
of New York.


 


The Company will furnish to any Holder, upon written request and
without charge, a copy of the Indenture. Requests may be made to: Cephalon, Inc.,
41 Moores Road, Frazer, PA 19355, (610) 344-0200, Attention: General Counsel.


 


10
















 


ASSIGNMENT
FORM


 


To assign this Security,
fill in the form below:


 


I or we assign and
transfer this Security to


 




	
   

  	
   

  
	
   

  	
  (Insert assignee’s soc.
  sec. or tax I.D. no.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print or type
  assignee’s name, address and zip code)

  
	
   

  	
   

  
	
   

  	
  and irrevocably appoint

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  agent to transfer this
  Security on the books of the Company. The agent may substitute another to act
  for him or her.

  
	
   

  	
   

  
	
   

  	
   

  	
  Your Signature:

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign exactly as your
  name appears on the other side of this Security)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  *Signature guaranteed
  by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  


  

  
	
   

  	
  * The signature must be
  guaranteed by an institution that is a member of one of the following
  recognized signature guaranty programs: (i) the Securities Transfer
  Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
  Medallion Program (MSP); (iii) the Stock Exchange Medallion Program
  (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

  






 


11

















 


CONVERSION
NOTICE


 




	
   

  	
  To convert this
  Security into Common Stock of the Company, check the box: o

  
	
   

  	
   

  
	
   

  	
  To convert only part of
  this Security, state the principal amount to be converted (must be $1,000 or
  a integral multiple of $1,000):
  $                        .

  
	
   

  	
   

  
	
   

  	
  If you want the stock
  certificate made out in another person’s name, fill in the form below:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Insert assignee’s soc.
  sec. or tax I.D. no.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Print or type
  assignee’s name, address and zip code)

  
	
   

  	
   

  
	
   

  	
   

  	
  Your Signature:

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign exactly as your
  name appears on the other side of this Security)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  *Signature guaranteed
  by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  


  

  
	
   

  	
  * The signature must be
  guaranteed by an institution that is a member of one of the following
  recognized signature guaranty programs: (i) the Securities Transfer
  Agent Medallion Program (STAMP); (ii) the New York Stock Exchange
  Medallion Program (MSP); (iii) the Stock Exchange Medallion Program
  (SEMP); or (iv) such other guaranty program acceptable to the Trustee.

  






 


12

















 


 


OPTION
TO ELECT REPURCHASE UPON A FUNDAMENTAL CHANGE


 


To: Cephalon, Inc.


 


The undersigned
registered owner of this Security hereby irrevocably acknowledges receipt of a
notice from Cephalon, Inc. (the “Company”) as to the occurrence of a
Fundamental Change with respect to the Company and requests and instructs the
Company to redeem the entire principal amount of this Security, or the portion
thereof (which is $1,000 or an integral multiple thereof) below designated, in
accordance with the terms of the Indenture referred to in this Security at a
purchase price equal to the Fundamental Change Purchase Price, payable in Cash.


 


 


	
  Dated:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Signature(s) must
  be guaranteed by a qualified guarantor institution with membership in an
  approved signature guarantee program pursuant to Rule 17Ad-15 under the
  Securities Exchange Act of 1934.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guaranty

  
	
   

  	
   

  
	
  Principal amount to be
  redeemed

  (in an integral multiple of $1,000, if less than all):

  	
   

  



 


NOTICE: The signature to
the foregoing Election must correspond to the Name as written upon the face of
this Security in every particular, without alteration or any change whatsoever.


 


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SCHEDULE OF
EXCHANGES OF NOTES


 


The following exchanges,
redemptions, repurchases or conversions of a part of this global Security have
been made:


 


	
  Principal Amount

  of this Global Security

  Following Such

  Decrease Date

  of Exchange (or Increase)

  	
   

  	
  Authorized

  Signatory of

  Securities

  Custodian

  	
   

  	
  Amount of Decrease in

  Principal Amount

  of this Global Security

  	
   

  	
  Amount of

  Increase in

  Principal Amount

  of this Global Security

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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