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Cephalon Launches Takeover Offer for Australian Biotechnology Company, Arana Therapeutics
Date:2/26/2009

nstances of material adverse change in respect of the Arana Group

Without limiting paragraph (i), during the Condition Period:

(A) the ongoing clinical trials in relation to the ART621 drug candidate are not discontinued, suspended or materially altered;

(B) no member of the Arana Group announces any intention or proposal to discontinue, suspend or materially alter the ongoing clinical trials in relation to the ART621 drug candidate; and

(C) no results from the ongoing clinical trials in relation to the ART621 drug candidate are announced or become known to Cephalon International (whether or not they become public) which have or could reasonably be expected to have a material adverse effect on the regulatory approvability or commercial viability of the ART621 drug candidate.

(iii) Conduct of the Arana Group's business in the ordinary course

During the Condition Period, no member of the Arana Group conducts its business otherwise than in the ordinary course.

(iv) Instances of conduct not in the ordinary course

Without limiting paragraph (iii), during the Condition Period, no member of the Arana Group:

(A) acquires, offers to acquire or agrees to acquire any one or more entities, businesses or assets (or any interest in any one or more entities, businesses or assets) for an amount in aggregate greater than $2.5 million;

(B) disposes, offers to dispose or agrees to dispose of any one or more entities, businesses or assets (or any interest in any one or more entities, businesses or assets) for an amount in aggregate greater than $2.5 million;

(C) enters into, offers to enter into or agrees to enter into any agreement (including, without limitation, any joint venture or partnership agreement) involving a commitment greater than $2.5 million;

(D) incurs or commits to, or grants to an
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SOURCE Cephalon, Inc.
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