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

;In that regard, we request that you respond to this letter no later than noon on April 1st, 2011.  I look forward to hearing from you and stand ready to answer any questions you may have.  

Very truly yours,

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

PRIVATE AND CONFIDENTIAL

March 25, 2011

To: The Cephalon, Inc. Board of Directors
Attention: Mr. Kevin Buchi, Chief Executive Officer and Director
41 Moores Road
Frazer, PA19355

Dear Kevin:

Thank you again for making the time to meet on March 18th to discuss Valeant's offer to buy 100% of the shares of Cephalon, Inc. ("Cephalon").  I was very disappointed to hear that you were confident that the Cephalon Board would consider our offer too low to warrant it engaging in discussions with us, especially in light of the fact that we stated that we would consider revising our offer price higher if we found additional value in non-public due diligence.  This unwillingness to engage was further reinforced by a discussion between our two bankers.  In the two meetings we have had, you have clearly stated that your shareholders are overemphasizing the upcoming patent cliffs and underestimating the inherent value of your pipeline.  We disagree and believe the market is valuing Cephalon fairly.  Therefore, we continue to believe that $73.00 per share in cash represents a compelling offer for your shareholders, for all of the reasons we described in our previous letter.

I was extremely disappointed that on Monday you announced an agreement to acquire another early-stage R&D program for $225 million in cash and other potentially significant obligations before engaging in a discussion with us regarding our offer.  You are quite aware that investments in early-stage development programs are inconsistent with our strategy and qui
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SOURCE Valeant Pharmaceuticals International, Inc.
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