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Cephalon Launches Recommended Takeover Bid For Australian Biopharmaceutical Company, ChemGenex Pharmaceuticals Limited
Date:3/28/2011

rants a waiver in respect of Listing Rule 6.23.2 to permit the cancellation of options pursuant to the Unlisted Option Cancellation Letters; and(bb)

no Unlisted Option Cancellation Letter is terminated or amended and no rights of ChemGenex under any Unlisted Option Cancellation Letter are waived or released by ChemGenex;(I)

no member of the ChemGenex Group discloses the existence of any matter described in Condition (e)(i) or sub-paragraphs (A) to (H) of this Condition (e)(ii), or agrees, offers or authorises, or announces any intention or proposal, to do anything described in Condition (e)(i) or sub-paragraphs (A) to (H) of this Condition (e)(ii); and(J)

there is no announcement or other disclosure, and it does not otherwise become known to Cephalon CXS, that any options or other convertible securities or performance rights were in existence as at the Announcement Date other than Disclosed Options.(f)

Inter-conditionalityThe Option Offer having become or having been declared free of all conditions (other than condition (f) of those conditions).Each of the conditions in each paragraph and sub-paragraph above constitutes and is to be constituted as a separate, several and distinct condition and will not be taken to limit the meaning or effect of any other condition.

Appendix BListed Option Offer ConditionsCephalon CXS's offer for ChemGenex Listed Options is proposed to be subject to the fulfillment of conditions which are the same as the conditions in Appendix A except that Share Offer Conditions (a) and (f) are replaced, respectively, with the following:

(a)

Minimum acceptance conditionBefore and at the end of the Offer Period, Cephalon CXS has a relevant interest in at least 90% of ChemGenex Listed Options.(f)

Inter-conditionalityThe Share Offer having become or having been declared free of all conditions (other than condition (f) of those conditions).This is a non-waivable condition.Appendix CGlos
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SOURCE Cephalon, Inc.; ChemGenex Pharmaceuticals Limited
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