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Cephalon Launches Takeover Offer for Australian Biotechnology Company, Arana Therapeutics

mendment is made to the constitution of Arana.


Announcement means the announcement of the Offer which was released by Cephalon International on the Announcement Date.

Announcement Date means 27 February 2009, being the date of the Announcement.

Approval means a licence, authority, authorisation, consent, permission, approval, clearance, grant, confirmation, order, exemption, no objection, waiver or ruling.

Arana means Arana Therapeutics Limited (ACN 002 951 877).

Arana Group means Arana and its subsidiaries from time to time.

Arana Share means an ordinary share of Arana.

ASIC means the Australian Securities and Investments Commission.

Bidder's Statement means the statement to be made by Cephalon International under Part 6.5 Division 2 of the Corporations Act relating to the Offer.

Cephalon International means Cephalon International Holdings, Inc.

Condition Period means the period beginning on the Announcement Date and ending at the end of the Offer Period.

Corporations Act means the Corporations Act 2001 (Cth).

Offer means the offer by Cephalon International to acquire Arana Shares on the Offer Terms.

Offer Period means the period during which the Offer remains open.

Offer Terms means the terms and conditions of the Offer to be set out in the Bidder's Statement.

Performance Rights means the performance rights issued by Arana which are disclosed in note 41 of Arana's financial statements for the financial year ended 30 September 2008.

Regulatory Authority means any governmental, semi-governmental, administrative, statutory or judicial entity, authority or agency, whether in Australia or elsewhere, including any self-regulatory organisation established under statute or any

SOURCE Cephalon, Inc.
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