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

ollier@ChemGenex.com

rwilson@bcg.com.auAppendix AShare Offer ConditionsCephalon CXS's offer for ChemGenex Shares is proposed to be subject to the fulfillment of the following conditions. Capitalised terms have meanings set out in the glossary in Appendix C.

(a)

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

Material Adverse change conditions (i)

Material adverse change in respect of the ChemGenex GroupDuring the Condition Period, no event, change or circumstance occurs, is announced or becomes known to Cephalon CXS (whether or not it becomes public) which (individually or with others) has or could reasonably be expected to have a material adverse effect on the business, assets, liabilities, financial position, performance, profitability or prospects of the ChemGenex Group taken as a whole.(ii)

Instances of material adverse change in respect of the ChemGenex GroupWithout limiting paragraph (i), during the Condition Period:(A)

no event, change or circumstance occurs, is announced or becomes known to Cephalon CXS (whether or not it becomes public) which (individually or with others) has or could reasonably be expected to have the effect of a diminution of 10 percent or more in the consolidated net assets of the ChemGenex Group relative to the consolidated net assets of the ChemGenex Group as at 31 December 2010; and(B)

no member of the ChemGenex Group discontinues, suspends or materially alters the basis of, or announces any intention or proposal to discontinue, suspend or materially alter the basis of, the preparation of the New Drug Application for submission to the United States Food and Drug Administration or the Marketing Authorisation Application for submission to the European Medicines Agency for omacetaxine in CML patients who are resistant to,
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SOURCE Cephalon, Inc.; ChemGenex Pharmaceuticals Limited
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