THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Cephalon, Inc. (CEPH)

4/13/2006 Proxy Information

No related party transactions or special transactions reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.

4/13/2006 Proxy Information

4/13/2005 Proxy Information

In 2001, the disinterested members of the Board of Directors authorized the execution of a consulting agreement between the Company and Mr. Greenacre. Mr. Greenacre has substantial experience in the pharmaceutical industry, particularly in Europe, and the Board of Directors determined at that time that his expertise would be useful in evaluating prospective acquisitions of European pharmaceutical companies. The original term of the consulting agreement ran from October 1, 2001 to March 31, 2002, and provided for a rate of compensation of $16,700 per month. The consulting agreement subsequently was amended effective as of April 1, 2002, to extend the term through December 31, 2002 and to increase the rate of compensation to $19,200 per month. Pursuant to this agreement, Mr. Greenacre was involved in the evaluation and integration into Cephalon of the French pharmaceutical company Laboratoire L. Lafon and its affiliates, which were acquired by the Company on December 28, 2001; he has since served as a director of several of the Lafon entities. On December 10, 2002, the consulting agreement was amended a second time to allow the term to continue beyond December 31, 2002 and to terminate upon 30 days' written notice of either party. The Company terminated this agreement, effective as of March 31, 2003.

4/2/2004 Proxy Information

In 1998, the disinterested members of the Board of Directors authorized a loan by the Company to Dr. Baldino in an amount of up to $150,000; Dr. Baldino had borrowed such maximum amount as of the date of this proxy statement. The interest (which accrues at the mid-term rate imputed for federal income tax purposes) and principal was due and payable in full on the fourth anniversary date of the loan. The loan was made on a non-recourse basis and the principal and any accrued interest thereon was secured by a pledge of shares of Common Stock. In December 2000, pursuant to a resolution of all disinterested members of the Board of Directors, this loan was forgiven in three equal installments over the next three years beginning in December 2001, with the final forgiveness occurring on December 31, 2003.

In 2001, the disinterested members of the Board of Directors authorized the execution of a consulting agreement between the Company and Mr. Greenacre. Mr. Greenacre has substantial experience in the pharmaceutical industry, particularly in Europe, and the Board of Directors determined at that time that his expertise would be useful in evaluating prospective acquisitions of European pharmaceutical companies. The original term of the consulting agreement ran from October 1, 2001 to March 31, 2002, and provided for a rate of compensation of $16,700 per month. The consulting agreement subsequently was amended effective as of April 1, 2002, to extend the term through December 31, 2002 and to increase the rate of compensation to $19,200 per month. Pursuant to this agreement, Mr. Greenacre was involved in the evaluation and integration into Cephalon of the French pharmaceutical company Laboratoire L. Lafon and its affiliates, which were acquired by the Company on December 28, 2001; he has since served as a director of several of the Lafon entities. On December 10, 2002, the consulting agreement was amended a second time to allow the term to continue beyond December 31, 2002 and to terminate upon 30 days' written notice of either party. The Company terminated this agreement, effective as of March 31, 2003.

From February 2002 to August 2003, Gregory Egan, the son of current director William P. Egan, worked as a pharmaceutical sales representative for the Company. The Company paid Gregory Egan total compensation of $75,656 in 2003. William P. Egan disclaims any direct or indirect interest in Gregory Egan's compensation from, or employment by, the Company. William P. Egan is deemed to be an independent director of the Company under applicable NASDAQ listing requirements promulgated by the National Association of Securities Dealers.

4/16/2003 Proxy Information

In 1998, the disinterested members of the board of directors authorized a loan by the Company to Dr. Baldino in an amount of up to $150,000; Dr. Baldino had borrowed such maximum amount as of the date of this proxy statement. The interest (which accrues at the mid-term rate imputed for federal income tax purposes) and principal was due and payable in full on the fourth anniversary date of the loan. The loan was made on a non-recourse basis and the principal and any accrued interest thereon have been secured by a pledge of shares of Common Stock. In December 2000, pursuant to a resolution of all disinterested members of the board of directors, this loan was forgiven in three equal installments over the next three years beginning in December 2001. If prior to the end of this three-year period, Dr. Baldino's employment with the Company is involuntarily terminated for reasons other than cause, or in the event of a change in control or acquisition of the Company, the loan will be forgiven in full at that time.

In 2001, the disinterested members of the board of directors authorized the execution of a consulting agreement between the Company and Martyn D. Greenacre, a member of the board of directors. Mr. Greenacre has substantial experience in the pharmaceutical industry, particularly in Europe, and the board of directors determined that his expertise would be useful in evaluating prospective acquisitions of European pharmaceutical companies. The original term of the consulting agreement ran from October 1, 2001 to March 31, 2002, and provided for a rate of compensation of $16,700 per month. The consulting agreement subsequently was amended effective as of April 1, 2002, to extend the term through December 31, 2002 and to increase the rate of compensation to $19,200 per month. Pursuant to this agreement, Mr. Greenacre was involved in the evaluation and integration into Cephalon of the French pharmaceutical company Laboratoire L. Lafon and its affiliates, which were acquired by the Company on December 28, 2001; he has since served as a director of several of the Lafon entities. On December 10, 2002, the consulting agreement was amended a second time to allow the term to continue beyond December 31, 2002 and to terminate upon 30 days' written notice of either party. The Company terminated this agreement, effective as of March 31, 2003.

In February 2002, the Company hired Gregory Egan, the son of current director William P. Egan, as a pharmaceutical sales representative. The Company paid Gregory Egan total compensation of $73,211 in 2002. William P. Egan disclaims any direct or indirect interest in Gregory Egan's compensation from, or employment by, the Company. William P. Egan is deemed to be an independent director of the Company under applicable NASDAQ listing requirements promulgated by the National Association of Securities Dealers.