Notice of Termination of Co-Promotion Agreement between Cephalon, Inc. and Takeda Pharmaceuticals North America, Inc.
Cephalon, Inc. is notifying Takeda Pharmaceuticals North America, Inc. that it is terminating their Co-Promotion Agreement, originally dated June 12, 2006. The termination is based on a contractual provision allowing either party to end the agreement if net sales for the second year were less than $850 million. The agreement will officially end on November 1, 2008. This notice is sent in accordance with the terms set out in the original agreement.
Exhibit 10.1
[CEPHALON, INC. LETTERHEAD]
August 29, 2008
VIA OVERNIGHT COURIER
Takeda Pharmaceuticals North America, Inc.
1 Takeda Parkway
Deerfield, IL 60015
Attn: Dan Orlando, Vice President, Sales
| Re: |
| Notice of Termination of Co-Promotion Agreement dated as of June 12, 2006 (the “Agreement”) by and between Cephalon, Inc. (“Cephalon”) and Takeda Pharmaceuticals North America, Inc. (“TPNA”) |
Dear Mr. Orlando:
Cephalon hereby provides notice of termination of the Agreement pursuant to Section 3.2(a)(iv) of the Agreement, which provides a termination right for either party if Net Sales for the second Agreement Year were less than eight hundred fifty million dollars ($850,000,000). Accordingly, the Agreement shall terminate on November 1, 2008.
All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.
| Sincerely, | |
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| /s/ J. Kevin Buchi |
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| J. Kevin Buchi | |
| Executive Vice President and Chief Financial Officer | |
cc:
Takeda Pharmaceuticals North America, Inc.
1 Takeda Parkway
Deerfield, IL 60015
Attn: General Counsel
Takeda Pharmaceuticals North America, Inc.
1 Takeda Parkway
Deerfield, IL 60015
Attn: Mark Booth, President
