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CEPHALON ADOPTS SHAREHOLDER RIGHTS PLAN

 WEST CHESTER, Pa., Nov. 12 /PRNewswire/ -- The board of directors of Cephalon, Inc. (NASDAQ: CEPH) today unanimously adopted a shareholder rights plan designed to help ensure fair and equal treatment of all Cephalon shareholders in the event of an unsolicited attempt to acquire the company.
 The plan was not adopted in response to any known effort to acquire the company.
 "This plan is designed to deal with unilateral actions by hostile acquirors that are calculated to deprive the board and shareholders of their ability to determine the destiny of the company," stated Frank Baldino Jr., Ph.D., Cephalon's president and chief executive officer. "The plan is not intended to prevent an acquisition of the company on terms that are favorable and fair to all shareholders and reflect the company's fair value."
 Under the terms of the plan, preferred share purchase rights will be distributed as a dividend at the rate of one right for each common share held as of the close of business on Nov. 3O, 1993. Shareholders will not actually receive certificates for the rights at this time, but the rights will become part of each common share. Each right will entitle the holder to buy a fraction of a preferred share that is designed to be equivalent in voting and dividend rights to one common share, at an exercise price of $9O.
 The rights will be exercisable and will trade separately from the common shares only if a person actually acquires 2O percent or more of the outstanding shares of common stock -- other than through a tender or exchange offer for all common shares that provides a fair price and other terms for such shares -- or if a 2O percent-or-more shareholder engages in a merger or other business combination in which the company survives. At that time, the shareholders (other than the acquiror) will be able to exercise the rights and buy common shares of the company having twice the value of the exercise price of the rights. Additionally, if the company is involved in a merger where its shares are exchanged or certain major sales of its assets occur, the company's shareholders will be able to purchase the other party's common shares in an amount equal to twice the value of the exercise price of the rights. Upon the occurrence of any of these events, the rights will no longer be exercisable into preferred shares. The rights may be redeemed by the company for $.01 per right under certain circumstances.
 A detailed description of the rights plan will be distributed to existing shareholders prior to the record date. The rights will expire in 10 years unless exercised by the rightholders or redeemed or exchanged by the company. The distribution of these rights is not taxable.
 Cephalon is a leader in the discovery and development of products to treat neurological diseases and disorders. The company's principal focus is on neurodegenerative diseases such as amyotrophic lateral sclerosis (Lou Gehrig's disease), peripheral neuropathy, Alzheimer's disease, head and spinal cord injury, and stroke.
 /delval/
 -0- 11/12/93
 /CONTACT: Jason Rubin of Cephalon, 215-344-0200/
 (CEPH)


CO: Cephalon, Inc. ST: Pennsylvania IN: MTC SU:

JM-MK -- PH016 -- 3834 11/12/93 16:00 EST
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Publication:PR Newswire
Date:Nov 12, 1993
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