Amend. #1 To Toll Mfg. And Packaging Agreement

Exhibit 10.16(b)


July 2, 2001


Ms. Trudy Briley DSM Catalytica Pharmaceuticals P.O. Box 1887 Greenville, NC 27835-1887


Re: Amendment No. 1 to Toll Manufacturing and Packaging Agreement
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Dear Ms. Briley:


This letter is to confirm our understanding concerning an amendment to be made with respect to the Toll Manufacturing and Packaging Agreement dated as of August 24, 1999 (the "Agreement"), between Cephalon, Inc. ("Cephalon") and DSM Catalytica Pharmaceuticals, Inc. ("Catalytica"). All terms not otherwise defined herein are used as defined in the Agreement.


The purpose of this Amendment is to increase the minimum annual quantities of Product to be purchased by Cephalon and to increase the manufacturing capacity reserved by Catalytica for the remainder of the I ...