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Cephalon Announces Proposed Public Offering of Common Stock and Convertible Senior Subordinated Notes
Date:5/20/2009

of the underwriters. Holders of the notes will not have any rights with respect to any hedging transactions entered into by Cephalon. Cephalon also expects to enter into separate warrant transactions with the hedge counterparty, which would result in additional proceeds to Cephalon. The Company intends to use the remaining proceeds from the convertible notes offering and the proceeds from the common stock offering for general corporate purposes.

In connection with the convertible note hedge and warrant transactions, the hedge counterparty or its affiliates may enter into various derivative transactions with respect to Cephalon's common stock concurrently with or shortly after the pricing of the notes. These transactions could have the effect of increasing or preventing a decline in the price of Cephalon's common stock concurrently with or following the pricing of the notes. In addition, the hedge counterparty or its affiliates may from time to time, after the pricing of the notes, modify their respective hedge positions by entering into or unwinding various derivative transactions with respect to Cephalon's common stock or by purchasing or selling Cephalon's common stock in secondary market transactions during the term of the notes (and are likely to do so during any applicable conversion reference period related to conversion of the notes). These activities could have the effect of decreasing the price of Cephalon's common stock and could adversely affect the price of the notes during any such applicable conversion reference period.

The sole book-running manager for both offerings will be Deutsche Bank Securities Inc.

When available, copies of both preliminary prospectus supplements and the accompanying prospectus may be obtained from Deutsche Bank Securities Inc.'s prospectus department at 100 Plaza One, Second Floor, Jersey City, NJ 07311 (telephone: 1-800-503-4611) or from the SEC at

SOURCE Cephalon, Inc.
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