EXHIBIT 10.2


 


Credit Suisse First Boston International


One Cabot Square


London E 14 4OJ


 


TERMINATION AGREEMENT


 


	
  Date:

  	
  July 18,
  2005

  
	
   

  	
   

  
	
  To:

  	
  Cephalon, Inc.

  
	
  Attn:

  	
  J. Kevin Buchi

  
	
   

  	
   

  
	
  From:

  	
  Credit Suisse
  First Boston International

  



 


External ID: 8181764


 


TERMINATION
AGREEMENT dated as of July 18, 2005 between Cephalon, Inc. (“Counterparty”)
and Credit Suisse First Boston International (“CSFBi’).


 


WHEREAS,
Counterparty and Credit Suisse First Boston International entered into a
transaction (the “Transaction”) certain terms of which are set forth
below:


 


	
  Trade Date:

  	
   

  	
  January 22,
  2003

  
	
   

  	
   

  	
   

  
	
  Termination
  Date:

  	
   

  	
  December 15,
  2006

  
	
   

  	
   

  	
   

  
	
  Reference Bonds:

  	
   

  	
  $600,000,000,
  2.5% Convertible Subordinated Notes Due December 15, 2006, issued by
  Cephalon, Inc., Cusip# 156708AD1 and 156708AE9

  
	
   

  	
   

  	
   

  
	
  Notional Amount:

  	
   

  	
  $200,000,000

  



 


WHEREAS,
the Transaction is evidenced by a Confirmation dated January 22, 2003 (the
“Confirmation”) between Counterparty.


 


WHEREAS, subject to the
term and provisions hereof, Credit Suisse First Boston International and
Counterparty wish to cancel the Transaction.


 


NOW, THEREFORE, in
consideration of the mutual premises herein, Credit Suisse First Boston
International and Counterparty have agreed as follows:


 


1.                                       The
Transaction shall be terminated and cancelled with effect from and including 18
July 2005 (the ‘Cancellation Date’) and all rights, duties, claims and
obligations of Credit Suisse First Boston International and Counterparty
thereunder shall be released and discharged with effect from and including the Cancellation
Date without prejudice to any such rights, duties, claims and obligations which
arose prior to the Cancellation Date.


 


2.                                       In
consideration of the cancellation of the Transaction as outlined above,
Counterparty shall pay to Credit Suisse First Boston International the sum of
USD 5,400,000.00 for value 21 July 2005.


 


3.                                       This
Cancellation Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which shall be deemed to be
one and the same instrument.


 


4.                                       This
Cancellation Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York, without reference to choice of law doctrine
and each party hereby submits to the jurisdiction of the Courts of the State of
New York.


 





















 


5.                                       Credit
Suisse First Boston International and Counterparty each represents to the other
that it has entered into this Cancellation Agreement in reliance upon such tax,
accounting, regulatory, legal, and financial advice as it deems necessary and
not upon any view expressed by the other.


 


6.                                       Account
Details:


 


	
  Credit Suisse
  First Boston International:

  	
   

  	
  Bank of New
  York, NYC

  
	
   

  	
   

  	
  ABA 021 000 018

  
	
   

  	
   

  	
  Acct #
  890-0360-968

  
	
   

  	
   

  	
  Acct name CSFB
  Intl

  
	
   

  	
   

  	
   

  
	
  Payments to
  Party B:

  	
   

  	
  To be advised

  



 


7.                                       Office:


 


Credit Suisse First Boston International is acting
through its London Office for the purposes of this Transaction.


 


Credit Suisse First
Boston International is authorised and regulated by The Financial Services
Authority and has entered into this cancelled transaction as principal. The
time at which the above cancelled transaction was executed will be notified to
Party B on request.


 


 


	
   

  	
  Yours
  Faithfully,

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE
  FIRST BOSTON

  INTERNATIONAL

  
	
   

  	
   

  
	
   

  	
  By its agent:
  Credit Suisse First Boston LLC

  
	
   

  	
  By:

  	
  /s/ Ricardo
  Harewood

  	
   

  
	
   

  	
  Name: Ricardo
  Harewood

  
	
   

  	
  Title: Vice
  President, Operations

  
	
   

  	
   

  
	
   

  	
   

  
	
  Confirmed as of
  the date first written above:

  	
   

  
	
  CEPHALON, INC.

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ J. Kevin
  Buchi

  	
   

  	
   

  
	
  Name: J. Kevin
  Buchi

  	
   

  
	
  Title: Sr. Vice
  President & CFO