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

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

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

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

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

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 stock exchange but excluding the Takeovers Panel, ASIC and any court that hears or determines proceedings under section 657G of the Corporations Act or proceedings commenced under the Corporations Act by a person specified in section 659B(1) in relation to the Share Offer or Listed Option Offer.

Share Offer means the offer by Cephalon CXS to acquire ChemGenex Shares on the Share Offer Conditions.

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

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

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

subsidiary has the meaning given to it in the Corporations Act.

Target's Statement means the statement to be made by ChemGenex in response to the Bidder's Statement, as required by the Corporations Act.

Unlisted Option Cancellation Letters means the letter agreements entered into on or about the Announcement Date between ChemGenex and certain employees and directors of members of the ChemGenex Group relating to the cancellation of unlisted options over unissue
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SOURCE Cephalon, Inc.; ChemGenex Pharmaceuticals Limited
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