Accession Agreement to Share Purchase Agreement among Mepha Holding AG, Cephalon, Inc., and Cephalon Luxembourg S.a.r.l. dated April 8, 2010
This agreement adds Cephalon Luxembourg S.a.r.l. as a party to a previous Share Purchase Agreement between Mepha Holding AG and Cephalon, Inc. for the sale of all shares of Mepha AG. Cephalon Luxembourg S.a.r.l. assumes the same rights and obligations as Cephalon, Inc. under the original agreement, but Cephalon, Inc. remains fully bound by the terms. The agreement is effective upon signing, prior to the closing of the share purchase.
Exhibit 2.2
Dated April 8, 2010
ACCESSION AGREEMENT
to a Share Purchase Agreement dated January 31, 2010 between Mepha Holding AG and
Cephalon, Inc. regarding the sale and purchase of all shares of Mepha AG
The parties to this Accession Agreement agree that upon execution hereof which has occurred prior to the Closing (as defined in the SPA) Cephalon Luxembourg S.a.r.l. hereby accedes to the Share Purchase Agreement (the “SPA”) between Mepha Holding AG and Cephalon, Inc., dated January 31, 2010, regarding the sale and purchase of all shares of Mepha AG and hereby assumes the same rights and obligations Cephalon, Inc. has as Buyer (as defined in the SPA) under the SPA. For the avoidance of doubt, notwithstanding this Accession Agreement, Cephalon, Inc. shall continue to be fully bound under the SPA.
In witness whereof, this Accession Agreement has been executed by the parties hereto on the date first above written.
| SIGNED by | ) |
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| MEPHA HOLDING AG | ) | /s/ Oskar Heiniger |
| by Oskar Heiniger | ) |
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| SIGNED by | ) |
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| CEPHALON, INC. | ) | /s/ Alain Aragues |
| by Alain Aragues | ) |
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| SIGNED by | ) |
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| CEPHALON LUXEMBOURG | ) | /s/ Sergio Correa de Sampaio |
| S.à r.l. | ) |
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| by Sergio Correa de Sampaio | ) |
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