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

all apply to any action which is taken by ChemGenex in accordance with the terms of any Unlisted Option Cancellation Letter or is otherwise taken with the prior written consent of Cephalon CXS.(c)

Change of control conditions(i)

No change of control event triggeredDuring the Condition Period, as a result (directly or indirectly) of the acquisition or proposed acquisition of ChemGenex Shares by Cephalon CXS:(A)

no person becomes entitled to exercise, exercises or purports to exercise, or states any intention to exercise, any right under any provision of any agreement or other instrument to which any member of the ChemGenex Group is a party, or by or to which any member of the ChemGenex Group or any of its assets may be bound or be subject, which right, upon its exercise, results or would result, or could reasonably be expected to result, to an extent which is material to the ChemGenex Group taken as a whole, in:(aa)

any such agreement or other instrument being terminated or varied or any action being taken or arising under it;(bb)

the interest of any member of the ChemGenex Group in any partnership, joint venture, trust, corporation or other entity (or any arrangements relating to such interest) being terminated, varied or required to be transferred or redeemed; or(cc)

the business of any member of the ChemGenex Group being materially adversely affected;(B)

no Approval issued by a Regulatory Authority to or otherwise held by any member of the ChemGenex Group is or is able to be revoked, withdrawn, terminated or varied such that it:(aa)

results, or could reasonably be expected to result, in a material adverse effect on the business, assets, liabilities, financial position, performance, profitability or prospects of the ChemGenex Group taken as a whole; or(bb)

prevents or materially adversely affects or could reasonably be expected to prevent or materially adversely affect the implementation or co
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SOURCE Cephalon, Inc.; ChemGenex Pharmaceuticals Limited
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