Between the time beginning when the Bidder's Statement is given to ChemGenex and ending at the end of the Offer Period, none of the following occurrences happens:(A)

ChemGenex converts all or any of the ChemGenex Shares into a larger or smaller number of ChemGenex Shares;(B)

any member of the ChemGenex Group resolves to reduce its share capital in any way;(C)

any member of the ChemGenex Group enters into a buy-back agreement or resolves to approve the terms of a buy-back agreement under section 257C(1) or 257D(1) of the Corporations Act; (D)

any member of the ChemGenex Group issues shares (other than pursuant to Disclosed Options or the convertible notes on issue to Cephalon International) or grants an option over its shares, or agrees to make such an issue or grant such an option; (E)

any member of the ChemGenex Group issues, or agrees to issue, convertible notes;(F)

any member of the ChemGenex Group disposes, or agrees to dispose, of the whole, or a substantial part, of its business or property;(G)

any member of the ChemGenex Group charges, or agrees to charge, the whole, or a substantial part, of its business or property;(H)