EXHIBIT
10.1


FORM OF AIRCRAFT
TIME SHARE AGREEMENT BETWEEN CEPHALON, INC. AND 

CERTAIN EXECUTIVE OFFICERS


	
  Name

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
  Frank Baldino, Jr., Ph.D.*

  	
   

  	
  Chairman and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  J. Kevin Buchi

  	
   

  	
  Executive Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
  Peter E. Grebow, Ph.D.

  	
   

  	
  Executive Vice President, Worldwide Technical
  Operations

  
	
   

  	
   

  	
   

  
	
  John E. Osborn, Esq.

  	
   

  	
  Executive Vice President, General Counsel &
  Secretary

  
	
   

  	
   

  	
   

  
	
  Robert P. Roche, Jr.

  	
   

  	
  Executive Vice President, Worldwide Pharmaceutical Operations

  
	
   

  	
   

  	
   

  
	
  Lesley Russell

  	
   

  	
  Executive Vice President, Worldwide Medical &
  Regulatory Operations

  
	
   

  	
   

  	
   

  
	
  Carl A. Savini

  	
   

  	
  Executive Vice President and Chief Administrative
  Officer

  
	
   

  	
   

  	
   

  
	
  Jeffry L. Vaught, Ph.D.

  	
   

  	
  Executive Vice President and President, Research
  & Development

  



 






*       On
November 1, 2006, Frank Baldino, Jr., Ph.D. entered into a Second Amended and
Restated Aircraft Time Sharing Agreement that matches the form agreement
attached hereto as Exhibit 10.1 in form and substance.









 



AIRCRAFT
TIME SHARING AGREEMENT


THIS TIME SHARING
AGREEMENT (this “Agreement”) is entered into on November  1, 2006 by
Cephalon, Inc. (“Owner”), a Delaware corporation, with principal offices at 41
Moores Road, Frazer, PA 19355, and                .
(“Lessee”).


BACKGROUND:


A.            Owner is the registered owner of
certain civil aircraft as described in the Specification Sheet attached hereto
and made a part hereof, as Exhibit A (the “Aircraft”).


B.            Owner employs a fully qualified
flight crew to operate the Aircraft;


C.            From time to time, Lessee may desire
to lease the Aircraft and flight crew from owner for Lessee’s personal travel
at Lessee’s discretion on a time sharing basis as defined in Section
91.501(c)(1) of the Federal Aviation Regulations (“FAR”).


D.            This Agreement sets forth the
understanding of the Parties as to the terms under which Owner will provide
Lessee with the use, on a periodic basis, of the Aircraft; and


E.             The use of the Aircraft will at all
times be pursuant to and in full compliance with the requirements of FAR Part
91 and particularly, Sections 91.501(b)(6), 91.501(c)(1), and 91.501(d).


NOW, THEREFORE,
Owner and Lessee agree as follows:


1.             Subject to the terms and conditions
of this Agreement, Owner agrees to lease the Aircraft to Lessee at Lessee’s
discretion from time-to-time on a non-exclusive basis and on an “as needed and
as available basis” pursuant to the provisions of FAR Section 91.501(b)(6),
91.501(c)(1), and 91.501(d) and to provide a fully qualified flight crew for
all operations for flights scheduled in accordance with the terms of this
Agreement.


2.             This Agreement shall remain in
effect unless and until terminated by either party for any reason upon written
notice to the other, such termination to become effective ten (10) days from
the date of the notice or upon the earlier of (a) the termination of this
Agreement by consent of Owner and Lessee, (b) the date of Lessee’s termination
of employment with Owner and (c) the date of Lessee’s death.


3.             Lessee may use the Aircraft from time-to-time, subject
to the prior permission and approval of Owner, for any and all purposes allowed
by FAR Section 91.501(b)(6).  Lessee’s
use shall include the use of the Aircraft by guests of the Company









 



if they accompany him or
her on the flight.  Lessee shall not
accept any compensation whatsoever for any flight conducted under this
Agreement.


4.             In exchange for use of the
Aircraft, Lessee shall pay the direct operating costs of the Aircraft
permitted pursuant to FAR Section 91.501 for any flight conducted under
this Agreement or a lesser amount as determined by Owner in its sole
discretion.  Pursuant to FAR Section
91.501(d) as in effect from time to time, those direct operating costs shall be
limited to the following expenses for each use of the Aircraft:


(a)           fuel,
oil, lubricants and other additives;


(b)           travel
expenses of the crew, including food, lodging and ground transportation;


(c)           hangar
and tie down costs away from the Aircraft’s base of operation;


(d)           insurance
obtained for the specific flight;


(e)           landing
fees, airport taxes and similar assessments;


(f)            customs,
foreign permit and similar fees directly related to the flight;


(g)           in-flight
food and beverages;


(h)           passenger
ground transportation;


(i)            flight
planning and weather contract services; and


(j)            an
additional charge equal to one hundred percent (100%) of the expenses listed in
clause (a) above.


5.             Owner will provide to Lessee an
invoice for each flight taken under this Agreement (plus any excise taxes
described in Section 6 below). Lessee shall pay the amounts invoiced within
fifteen (15) days after receipt of the related invoice.


6.             The Parties acknowledge that with the exception of the
expenses for in-flight food and beverages and passenger ground transportation,
the payment of expenses set forth in Section 4 hereof are subject to the
federal excise tax imposed under Section 4261 of the Internal Revenue
Code.  Lessee shall pay Owner for such
expenses and the amount of such taxes within fifteen (15) days of receipt of the
applicable invoice.  Owner agrees to collect
and remit to the Internal Revenue Service for the benefit of Lessee all such
federal excise taxes.









 



7.             In the event that Lessee desires to
use the Aircraft pursuant to this Agreement, Lessee will so notify Owner and
will provide Owner with requests for flight time and proposed flight schedules
as far as possible in advance of any given flight. Requests for flight time
shall be in a form, whether oral or written, mutually convenient to and agreed
upon by Owner and Lessee. In addition to proposed schedules and flight times,
Lessee shall provide at least the following information for each proposed
flight at some time prior to scheduled departure as required by Owner or Owner’s
flight crew:


(a)           departure
point;


(b)           destinations;


(c)           date
and time of flight;


(d)           the
number and identity of any anticipated passengers;


(e)           the
nature and extent of luggage and/or cargo to be carried;


(f)            the
date and time of a return flight, if any; and


(g)           any
other information concerning the proposed flight that may be pertinent or
required by Owner or Owner’s flight crew.


8.             Owner shall have sole and exclusive
authority over the scheduling of the Aircraft, including which aircraft is used
for any particular flight.


9.             Owner shall be solely responsible
for securing maintenance, preventive maintenance, and required or otherwise
necessary inspections on the Aircraft and shall take such requirements into
account in scheduling flights of the Aircraft. 
No period of maintenance, preventive maintenance, or inspection shall be
delayed or postponed for the purpose of scheduling the Aircraft, unless such
maintenance or inspection can be safely conducted at a later time in compliance
with all applicable laws and regulations, and within the sound discretion of
the pilot-in-command. The pilot-in-command shall have final and complete
authority to cancel any flight for any reason or condition that in his or her
judgment would compromise the safety of the flight.


10.           Owner shall be responsible for the
physical and technical operation of the Aircraft and the safe performance of
all flights and shall retain full authority and control, including exclusive
operational control, and possession of the Aircraft at all times during the
term of this Agreement.  Owner shall
employ, pay for, and provide to Lessee a qualified flight crew for each flight
undertaken under this Agreement. In accordance with applicable FAR, the
qualified flight crew provided by Owner will exercise all of its duties and
responsibilities with respect to the safety of each flight conducted under this
Agreement. Lessee agrees that the flight crew, in its sole discretion, may
terminate any flight, refuse to commence any flight, or take other action that
in the considered judgment of the pilot-in-command is necessitated by
considerations of safety. Without limiting the









 



generality of Section 11,
no such action of the pilot-in-command shall create or support any liability
for loss, injury, damage, or delay to Lessee or any other person.


11.           THE OWNER AND LESSEE AGREE THAT OWNER
SHALL IN NO EVENT BE LIABLE TO LESSEE OR HIS EMPLOYEES, AGENTS,
REPRESENTATIVES, GUESTS, OR INVITEES FOR ANY INDIRECT, SPECIAL, OR
CONSEQUENTIAL DAMAGES AND/OR PUNITIVE DAMAGES OF ANY KIND OR NATURE UNDER ANY
CIRCUMSTANCES OR FOR ANY REASON INCLUDING ANY DELAY OR FAILURE TO FURNISH THE
AIRCRAFT OR CAUSED OR OCCASIONED BY THE PERFORMANCE OR NON-PERFORMANCE OF ANY
SERVICES COVERED BY THIS AGREEMENT.


12.           Owner may maintain such insurance
coverage with respect to the Aircraft and any flights made under this Agreement
as Owner may elect in its sole discretion, including all-risk physical damage
insurance (hull Coverage), aircraft bodily injury and property damage liability
insurance. The risk of loss during the period when the Aircraft is operated on
behalf of Lessee under this Agreement shall remain with Owner, and Owner will
retain all rights and benefits with respect to the proceeds payable under
policies of hull insurance maintained by Owner that may be payable as a result
of any incident or occurrence while an Aircraft is being operated on behalf of
Lessee under this Agreement. Lessee shall be named as an additional insured on
liability insurance policies maintained by Owner on the Aircraft with respect
to flights conducted pursuant to this Agreement. The liability insurance
policies on which Lessee is named an additional insured shall provide that as
to Lessee coverage shall not be invalidated or adversely affected by any action
or inaction, omission or misrepresentation by Owner or any other person (other
than Lessee). Any hull insurance policies maintained by Owner on any Aircraft
used by Lessee under this Agreement shall include a waiver of any rights of
subrogation of the insurers against Lessee.


13.           Lessee agrees that the insurance
specified in Section 12 shall provide its sole recourse for all claims,
losses, liabilities, obligations, demands, suits, judgments or causes of
action, penalties, fines, costs and expenses of any nature whatsoever,
including attorneys’ fees and expenses for or on account of or arising out of,
or in any way connected with the use of the Aircraft by Lessee or its guests,
including injury to or death of any persons, including Lessee and its guests
which may result from or arise out of the use or operation of the Aircraft
during the term of this Agreement.  This
Section 13 shall survive termination of this Agreement.


14.           A copy of this Agreement shall be
carried in the Aircraft and available for review upon the request of the FAA on
all flights conducted pursuant to this Agreement.









 



15.           Lessee represents, warrants and
covenants to Owner that:


(a)           He
will use each Aircraft for and on his own account only and will not use any
Aircraft for the purposes of providing transportation of passengers or cargo in
air commerce for compensation or hire;


(b)           He
shall refrain from incurring any mechanics or other lien in connection with the
Aircraft, whether permissible or impermissible under this Agreement, and he
shall not attempt to convey, mortgage, assign, lease or any way alienate the
Aircraft or create any kind of lien or security interest involving the Aircraft
or do anything or take any action that might mature into such a lien, and
Lessee shall, at his own expense, promptly take such action as may be necessary
to discharge any such lien;


(c)           During
the term of this Agreement, he will abide by and conform to all such laws,
governmental, and airport orders, rules, and regulations as shall from time to
time be in effect relating in any way to the operation and use of the Aircraft
by a time-sharing lessee.


16.           For purposes of this Agreement, the
permanent base of operation of the Aircraft shall be New Castle County Airport,
c/o Cephalon Flight Department, 6 DBRA Way, New Castle, DE, 19720 unless
changed by Owner, in which event Owner shall notify Lessee of the new permanent
base of operation of the Aircraft.


17.           Lessee hereby indemnifies Owner and
agrees to hold harmless Owner from and against any Losses imposed on, incurred
by or asserted against Owner (i) arising out of or resulting from the willful
misconduct or gross negligence of Lessee, (ii) to the extent such Loss is a
direct  result of any failure of Lessee
to comply with any covenants required to be performed or observed by him, or
(iii) to the extent such Loss is a direct result of any breach by Lessee of any
of Lessee’s warranties or representations contained in this Agreement.  Losses shall be determined after taking into
account the available proceeds of any applicable insurance policies.


18.           Neither this Agreement nor Lessee’s
interest in this Agreement shall be assignable to any other person or entity
without the prior written consent of Owner.


19.           [Intentionally omitted]


20.           Legal title to the Aircraft shall
remain in the Owner at all times.


21.           This Agreement shall be governed by
and construed in accordance with the laws of Pennsylvania (excluding the
conflicts of law rules thereof).


22.           This Agreement constitutes the entire
understanding between Owner and Lessee with respect to its subject matter, and
there are no representations, warranties, conditions, covenants, or Agreements
other than as set forth expressly herein. Any changes or modifications to this
Agreement must be in writing and signed by authorized









 



representatives of both
parties. This Agreement may be executed in counterparts, which shall, singly or
in the aggregate, constitute a fully executed and binding Agreement.


23.           Any notice, request, or other
communication to any party by the other party under this Agreement shall be
conveyed in writing and shall be deemed given on the earlier of the date (i)
notice is personally delivered with receipt acknowledged, (ii) a facsimile
notice is transmitted, or (iii) three (3) days after notice is mailed by
certified mail, return receipt requested, postage paid, and addressed to the
party at the address set forth below. The address of a party to which notices
or copies of notice are to be given may be changed from time to time by such
party by written notice to the other party.


If to Owner:


Cephalon, Inc.


41 Moores Road


Frazer, PA 19355


Attention: General
Counsel


FAX: 1-610-738-6258


If to Lessee:


c/o Cephalon, Inc.


41 Moores Road


Frazer, PA 19355


24.           If any one or more of the provisions
of the Agreement shall be held invalid, illegal, or unenforceable, the
remaining provisions of this Agreement shall be unimpaired, and the invalid,
illegal, or unenforceable provision shall be replaced by a mutually acceptable
provision, which, being valid, legal, and enforceable, comes closest to the
intention of the parties underlying the invalid, illegal, or unenforceable
provision. To the extent permitted by applicable law, the parties hereby waive
any provision of law, which renders any provision of this Agreement prohibited
or unenforceable in any respect.


25.           The failure of a party to require
performance of any provision of this Agreement shall in no way affect that
party’s right thereafter to enforce such provision nor shall the waiver by a
party of any breach of any provision of this Agreement be taken or held to be a
waiver of any further breach of the same provision or any other provision.


26.           NEITHER OWNER (NOR ITS AFFILIATES)
MAKES, HAS MADE OR SHALL BE DEEMED TO MAKE OR HAVE MADE, AND OWNER (FOR ITSELF
AND ITS AFFILIATES) HEREBY DISCLAIMS, ANY WARRANTY OR REPRESENTATION, EITHER
EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO ANY AIRCRAFT TO BE USED
HEREUNDER OR ANY ENGINE OR COMPONENT THEREOF INCLUDING, WITHOUT LIMITATION, ANY









 



WARRANTY AS TO DESIGN,
COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP,
MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE OR OPERATION, AIRWORTHINESS,
SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT OR TITLE.


27.           Truth in leasing statement under FAR
Section 91.23:  Owner shall mail a copy
of this Agreement for and on behalf of both Parties to:  Flight Standards Technical Division, P.O. Box
25724, Oklahoma City, Oklahoma 73125, within twenty-four (24) hours of its
execution, as provided by FAR Section 91.23(c)(1). Additionally, Owner agrees
to comply with the notification requirements of FAR Section 91.23 by notifying
by telephone or in person the FAA Flight Standards District Office nearest the
airport where the first flight will originate at least forty-eight (48) hours
prior to the first flight under this Agreement.


(a)           OWNER
HEREBY CERTIFIES THAT THE AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE
TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT, EXCEPT TO THE
EXTENT THE AIRCRAFT IS LESS THAN TWELVE (12) MONTHS OLD, IN ACCORDANCE WITH THE
PROVISIONS OF FAR PART 91 AND ALL APPLICABLE REQUIREMENTS FOR THE MAINTENANCE
AND INSPECTION THERE UNDER HAVE BEEN MET AND ARE VALID FOR THE OPERATIONS TO BE
CONDUCTED UNDER THIS AGREEMENT.


(b)           OWNER
WHOSE ADDRESS APPEARS IN SECTION 23 ABOVE AND WHOSE AUTHORIZED SIGNATURE
APPEARS BELOW, AGREES, CERTIFIES, AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE
AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, OWNER SHALL BE KNOWN AS, CONSIDERED,
AND SHALL IN FACT BE THE OPERATOR OF THE AIRCRAFT AND THAT OWNER UNDERSTANDS
ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION
REGULATIONS.


(c)           AN
EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FARS CAN BE
OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE, GENERAL
AVIATION DISTRICT OFFICE, OR AIR CARRIER DISTRICT OFFICE. EACH PARTY AGREES TO
UNDERSTAND AND ABIDE BY THESE REGULATIONS.


[THE REMAINDER OF THIS PAGE
INTENTIONALLY LEFT BLANK.]









 



IN WITNESS WHEREOF, Owner
and Lessee caused the signatures of their authorized representatives to be
affixed below on the day and year first above written.


OWNER:


	
  CEPHALON, INC.

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Name: Carl A. Savini

  
	
  Title:   Executive
  Vice President & Chief Administrative Officer

  



 


 


	
  LESSEE:

  
	
   

  
	
   

  
	
   

  	
   

  










 



EXHIBIT A


CEPHALON, INC.


Aircraft Subject to Time Sharing
Agreement


Each of the
undersigned is a party to the Time Sharing Agreement dated November 1,
2006, by and between Cephalon, Inc. (“Cephalon” or “Owner”), and                        
(“Lessee”) (collectively the “Parties”), and agrees that from and after the
date below, until this Exhibit A shall be superseded and replaced through
agreement of the Parties or the Amended and Restated Time Sharing Agreement
shall be terminated pursuant to its terms, the Aircraft described below shall
constitute the “Aircraft” described in and subject to the terms of the Time
Sharing Agreement.


2001 Bombardier
Challenger CL-600-2B16


Manufacturer’s Serial
Number 5488


FAA Registration Number
N8570


Engine Model: General
Electric CF34-3B; Serial Numbers: 872952 and 872953


Dated: November 1,
2006


OWNER:


	
  CEPHALON, INC.

  
	
   

  
	
   

  
	
   

  	
   

  
	
  By:  Carl A. Savini

  
	
  Its:  Executive Vice President & Chief
  Administrative Officer

  



 


 


	
  LESSEE: