Joint Research, Development And License Agreement

EXHIBIT 10.1(f)


June 10, 2002


Amendment No.3

To Joint Research, Development and License Agreement dated May 28, 1999

made between


Cephalon Inc.

145 Brandywine Parkway

West Chester

Pennsylvania 19380-4245


and


H. Lundbeck A/S

9 Ottiliavej,

DK 2500 Valby

Denmark


1. This is to confirm our understanding concerning certain amendments and/or

clarifications to be made with respect to the Joint Research, Development and License Agreement between Cephalon, Inc. ("Cephalon") and H. Lundbeck A/S ("Lundbeck") dated May 28, 1999 as amended by:

? Clarification Letter dated July 1, 1999 regarding the interpretation of Section 6.5,

? Amendment No.1 dated October 1999 regarding IT Year 2000 Conformity,

? Clarification Letter dated March 16, 2000 regarding Section 1.5, 1.27, 5.7 and 17,

? Marketing and Licensee Agreement made between Cephalon, Kyowa Hakko and Lundbeck dated April 10, 2000

? Amendment No.2 dated June 13, 2001

(hereinafter together defined as the "Agreement").


2. All terms not otherwise defined o ...