Cephalon in Convertible Notes and Common Stock Public Offerings and Related Hedge and Warrant Transactions

May 27, 2009

Cleary Gottlieb represented the underwriters, led by Deutsche Bank Securities Inc., in the concurrent registered public offerings of Cephalon, Inc.’s convertible notes and common stock. Cephalon sold $500,000,000 aggregate principal amount of its 2.50% convertible senior subordinated notes due 2014 and 5,000,000 shares of its common stock in the offerings. Cleary Gottlieb also represented Deutsche Bank AG, London Branch as counterparty to Cephalon in a convertible note hedge and warrant transaction that has the effect of increasing the notes’ conversion price and reducing the potential dilution from conversion. The offerings (including full exercise of the over-allotment option related to the convertible notes) and the convertible note hedge and warrant transaction closed simultaneously on May 27.

Cephalon is one of the ten largest biopharmaceutical companies worldwide and markets a diverse portfolio of treatments in four core therapeutic areas: central nervous system, pain, oncology and inflammatory diseases.