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Cephalon Prices 5 Million Shares of Common Stock and $435 Million in 2.50% Convertible Senior Subordinated Notes in Public Offerings
Date:5/21/2009

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 offerings are being made pursuant to an effective shelf registration statement previously filed with the U.S. Securities and Exchange Commission. For each offering, a prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the U.S. Securities and Exchange Commission. Neither of these offerings is contingent upon the consummation of the other offering. Completion of each offering is subject to customary closing conditions, and each offering is expected to close on May 27, 2009.

Until the closing of the offerings, the Company is suspending its basic adjusted income per common share guidance for the second quarter 2009 and full year 2009. The Company will issue revised basic adjusted income per common share guidance following the completion of the offerings. The Company is not suspending its sales and adjusted net income guidance for the second quarter 2009 and full year 2009.

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

When available, copies of both 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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