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

saryAnnouncement means the announcement of the Share Offer and Listed Option Offer which was jointly released by Cephalon, Inc. and ChemGenex Pharmaceuticals Limited on the Announcement Date.

Announcement Date means 29 March 2011, 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.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited ACN 008 624 691.

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

Cephalon CXS means Cephalon CXS Holdings Pty Ltd (ACN 150 102 659).

ChemGenex means ChemGenex Pharmaceuticals Limited (ACN 000 248 304).

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

ChemGenex Listed Option means an ASX-listed option of ChemGenex.

ChemGenex Share means an ordinary share of ChemGenex.

Condition Period means the Listed Option Offer Condition Period or Share Offer Condition Period, as the context requires.

Corporations Act means the Corporations Act 2001 (Cth).

Disclosed Options means:

  1. ChemGenex Listed Options; and
  2. unlisted options over unissued ChemGenex Shares the existence of which was disclosed in the copy of the option register disclosed by ChemGenex to Cephalon CXS on 28 March 2011.

Listed Option Offer means the offer by Cephalon CXS to acquire ChemGenex Listed Options on the Listed Option Offer Conditions.

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

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SOURCE Cephalon, Inc.; ChemGenex Pharmaceuticals Limited
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