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Valeant Pharmaceuticals Proposes to Acquire Cephalon, Inc. for $73 Per Share in Cash
Date:3/29/2011

ired by Valeant.  Where necessary, we would expect to implement industry standard transition services and manufacturing supply agreements for acquired products.

Other Terms

We believe we could finalize the terms for Alternative 2 on the same short time frame as Alternative 1, including confirmatory diligence and negotiation of agreements.  All other terms regarding exclusivity, no financing contingency and no perceived regulatory issues remain consistent with our previous proposal.

We hope that you will take this proposal very seriously.  Like Alternative 1, Alternative 2 has the support of our Board and we stand ready to begin discussions immediately.  Please contact me if you have any questions on either of the two alternatives.

Since you indicated you believed the Cephalon Board would promptly and definitively arrive at a negative view of Alternative 1, we would request that you accelerate our initial stated time period and provide us with a response to these proposals by March 29th.  We have a Board meeting on March 29th and if I do not hear from you by then, we will work under the assumption that you and your Board have no interest in engaging with us about either proposal.  Again, we were very disappointed that you have chosen not to engage with us and hopefully you are more open to discussions with this second proposal.

Best regards,

J. Michael Pearson
Chairman and Chief Executive Officer
Valeant Pharmaceuticals International, Inc.

PRIVATE AND CONFIDENTIAL

March 29, 2011

To: The Cephalon Board of Directors
Attention: Mr. Kevin Buchi, Chief Executive Officer and Director
41 Moores Road
Frazer, PA 19355

Dear Kevin,

Thank you for your letter yesterday and our telephone discussion later in the afternoon.  On our call, you mentioned that your board would
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SOURCE Valeant Pharmaceuticals International, Inc.
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