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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): January 3, 1994
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Cephalon, Inc.
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(Exact name of registrant specified in Charter)
Delaware 0-19119 23-2484489
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(State or other (Commission (IRS Employee
jurisdiction of File Number) Identification No.)
incorporation)
145 Brandywine Parkway
West Chester, PA 19380
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(Address of principal executive offices) Zip Code
REGISTRANT'S TELEPHONE, INCLUDING AREA CODE: 610-344-0200
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(Former name and former address, if changed since last report)
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ITEM 5. OTHER EVENTS
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The purpose of this Form 8-K is to re-file (i) Amendment No. 2 to License
Agreement dated January 3, 1994 between the Registrant and Laboratoire L. Lafon
and (ii) Amendment No. 2 to Trademark Agreement dated August 23, 1995 between
the Registrant and Genelco S.A. to reinstate portions of the exhibits that were
redacted in the previous filing.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
99.1 Amendment No. 2 to License Agreement dated January 3, 1994
between Cephalon, Inc. and Laboratoire L. Lafon.
99.2 Amendment No. 2 to Trademark Agreement dated August 23,
1995 between Cephalon, Inc. and Genelco S.A.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CEPHALON, INC.
Date: August 3, 1999 By: /s/ J. Kevin Buchi
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J. Kevin Buchi
Senior Vice President and Chief
Financial Officer
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Exhibit Index
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Exhibit Page
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99.1 Amendment No. 2 to License Agreement dated January 3, 1994
between Cephalon, Inc. and Laboratoire L. Lafon.
99.2 Amendment No. 2 to Trademark Agreement dated August 23, 1995
between Cephalon, Inc. and Genelco S.A.
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Exhibit 99.1
[LETTERHEAD OF CEPHALON, INC. APPEARS HERE]
January 3, 1994
Laboratoire L. Lafon
19 Avenue du Professeur-Cadiot
94701 Maisons
Alfort
France
Re: Amendment No. 2 to License Agreement
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Gentlemen:
This letter agreement shall serve as the second amendment to the License
Agreement dated January 20, 1993 between Cephalon, Inc. ("Cephalon") and
Laboratoire L. Lafon ("Lafon"), as previously amended by letter agreement dated
July 21, 1993 ("License Agreement"). All capitalized terms not otherwise defined
herein shall be used as defined in the License Agreement.
1. The parties wish to postpone by six months the dates by which
Cephalon is to perform certain obligations under the License Agreement to allow
the parties additional time to obtain GMP-grade formulation of the Compound.
Specifically, the following provisions are hereby amended:
(a) The last sentence of the second paragraph of Article III,
paragraph 3.b. of the License Agreement is amended to read as follows:
"In addition, CEPHALON will endeavor to file a New Drug
Application ("NDA") with the FDA within thirty (30) months from the date
CEPHALON files the IND for such Licensed Product, provided that CEPHALON shall
not be deemed to be in breach of these obligations if the FDA requires CEPHALON
to submit any additional preclinical data other than the data furnished by LAFON
to CEPHALON immediately following the execution of this Agreement, or for any
other reason outside of CEPHALON's control."
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Laboratoire L. Lafon
Page 2
(b) Article V, paragraph 1.a. of the License Agreement is
amended to read as follows:
"a. CEPHALON shall pay to LAFON the following license
fees as compensation for its rights in the Territory (excluding
the U.K. Territory):
-one million US dollars (USD 1.0 million) upon
signature of this Agreement (receipt of which is acknowledged by
Lafon),
-one million US dollars (USD 1.0 million)
-July 20, 1994,
-one million US dollars (USD 1.0 million)
-July 20, 1995,
-one million US dollars (USD 1.0 million)
-July 20, 1996,
-two million US dollars (USD 2.0 million)
-upon the first U.S. FDA approval of a Licensed Product."
(c) Paragraphs 3.b. and 3.c. of Article III of the License
Agreement do not apply to the U.K. Territory. Instead, Cephalon's obligation to
pay compensation to Lafon for Cephalon's rights in the U.K. Territory arises
under Section 3.a. of the letter agreement dated July 21, 1993, which is amended
as follows:
"a. One Hundred Thirty-Three Thousand US Dollars
(USD 133,000), payable upon Lafon's signature of the
letter agreement (receipt of which is acknowledged by
Lafon);
b. One Hundred Thirty-Three Thousand US Dollars
(USD 133,000), payable on January 31, 1995; and
c. One Hundred Thirty-Three Thousand US Dollars
(USD 133,000), payable on January 31, 1996;
d. One Hundred Thirty-Three Thousand US Dollars
(USD 133,000), payable on January 31, 1997;
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Laboratoire L. Lafon
Page 3
e. Two Hundred Sixty-Eight Thousand US Dollars
(USD 268,000), payable upon the initial regulatory approval of a Licensed
Product by the Medicines Division of the U.K. Ministry of Health."
2. Each of Cephalon and Lafon hereby restates its representations and
warranties made in the License Agreement, as amended pursuant to this letter
agreement.
3. Except as modified by this letter agreement, all provisions of the
License Agreement are confirmed to be and shall remain in full force and effect.
If the foregoing is acceptable, please indicate your agreement in the
space provided below.
CEPHALON, INC.
By: /s/ Frank Baldino, Jr.
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Frank Baldino, Jr., Ph.D.
President
Accepted and agreed to this
17/th/ day of January, 1994.
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LABORATOIRE L. LAFON
By: /s/ F. C. Lafon
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F. C. Lafon
Chief Executive Officer
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Exhibit 99.2
[LETTERHEAD OF CEPHALON, INC. APPEARS HERE]
August 23, 1995
Genelco S.A.
8 Route de Beaumont
1701 Fribourg
Switzerland
Re: Amendment No. 2 to Trademark Agreement
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Gentlemen:
This letter agreement shall serve as an amendment to the Trademark
Agreement dated January 20, 1993, as amended prior to the date hereof (the
"Trademark Agreement") between Cephalon, Inc. ("Cephalon") and Genelco S.A.
("Genelco").
1. All capitalized terms not otherwise defined herein shall be used as
defined in the Trademark Agreement.
2. The term "Territory," for all purposes under the Trademark Agreement
is hereby expanded to include Japan.
3. The following trademark applications and registered trademarks
related to Licensed Products and/or the Compound, are or will be
filed in the Territory and are hereby licensed to Cephalon under the
Trademark Agreement:
PROVIGIL
United States: Application No. 74/507,491
United Kingdom: Registration No. 1,566,855
Japan: Application No. 6-101738
Ireland: Application No. 5035/94
Mexico: Application No. 212,921
4. For and in consideration of the expansion of the Territory to include
Japan under this Amendment No. 2 (and in addition to any compensation payable
under the Trademark Agreement with respect to other countries in the Territory),
Cephalon will pay to Genelco, pursuant to Article III(1) of the Trademark
Agreement, a royalty with respect to Net Sales of a Licensed Product in Japan
that will be calculated at the rate of 3% of such Net Sales.
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Genelco S.A.
Amendment No. 2
August 23, 1995
Page 2
5. Each of Cephalon and Genelco hereby restates its respective
representations and warranties made in the Trademark Agreement, as
amended pursuant to this letter agreement.
6. Except as modified by this letter agreement, all provisions of the
Trademark Agreement are confirmed to be and shall remain in full
force and effect.
If the foregoing is acceptable, please indicate your agreement in the
space provided below.
CEPHALON, INC.
By: /s/ Frank Baldino, Jr.
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Frank Baldino, Jr., Ph.D.
President and Chief Executive
Officer
Accepted and agreed to this
___ day of August, 1995.
GENELCO S.A.
By: /s/ [SIGNATURE ILLEGIBLE]
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