8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                                November 27, 2000
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                        (Date of earliest event reported)



                                 Cephalon, Inc.
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             (Exact name of registrant as specified in its charter)



       Delaware                             0-19119                23-2484489
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(State or other jurisdiction              (Commission            (IRS Employer
of incorporation or organization)          File Number)           ID No.)


       145 Brandywine Parkway
      West Chester, Pennsylvania                                     19380
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(Address of principal executive offices)                           (Zip Code)


                                 (610) 344-0200
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              (Registrant's telephone number, including area code)


                                 Not Applicable
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              (Former name, former address and former fiscal year,
                          if changed since last report)





ITEM 5. OTHER EVENTS.

     On November 27, 2000, Cephalon, Inc. (the "Registrant") publicly
announced that it has entered into a collaboration agreement with Novartis
Pharma AG to consolidate the sales and marketing efforts of four Novartis CNS
products with the Registrant's PROVIGIL(R) (modafinil) Tablets [C-IV] in the
United Kingdom.

     The Registrant hereby incorporates by reference the press release attached
hereto as Exhibit 99.1, and made a part of this Item 5.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  _Financial Statements of Business Acquired:_ None

     (b)  _Pro Forma Financial Information:_ None

     (c)  _Exhibits:_ Reference is made to the Exhibit Index annexed hereto
          and made a part hereof.





                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                       CEPHALON, INC.



Date: November 28, 2000                By: /s/ FRANK BALDINO, JR.
      -----------------                    ------------------------------------
                                           Frank Baldino, Jr.
                                           Chairman and Chief Executive Officer





                                  EXHIBIT INDEX


EXHIBIT                                                                   PAGE


99.1     Press Release dated November 27, 2000.

EX-99.1

EXHIBIT 99.1

                                               CONTACT: SHERYL WILLIAMS
                                                        swilliam@cephalon.com
                                                        1-800-283-4396 EXT.6493


FOR IMMEDIATE RELEASE

Cephalon and Novartis Establish Collaboration for CNS Products in the
United Kingdom

     West Chester, PA - November 27, 2000 - Cephalon, Inc. (NASDAQ: CEPH) and
Novartis Pharma AG announced today that they have entered into a collaboration
agreement to consolidate the sales and marketing efforts of four Novartis CNS
products with Cephalon's PROVIGIL(R) (modafinil) in the United Kingdom.

     Cephalon (UK) Limited, a subsidiary of Cephalon, Inc., will exclusively
market and promote in the United Kingdom Tegretol(R) (carbamazepine) for
epilepsy, Ritalin(R) (methylphenidate) for attention deficit/hyperactivity
disorder (ADHD), Anafranil(R) (clomipramine) for depression and
obsessive-compulsive disorder and Lioresal(R) (baclofen) for spasticity,
together with PROVIGIL for narcolepsy. For calendar year 2000, the parties
expect that the five products will have combined UK annual sales of
approximately $30 million (USD). Novartis will continue to distribute their
products, and also now will distribute PROVIGIL to the UK National Health
Service; each company will continue to manufacture their respective products.

     In connection with this transaction, Cephalon will pay Novartis
approximately $40 million (USD) in a series of installments with the last
payment to be made not later than December 31, 2002. Under the terms of the
agreement, the companies will share the financial outcome generated from the
sale of the five products in the United Kingdom.

     "OVER THE LAST YEAR, WE HAVE CONTINUED TO FOCUS ON THE STRATEGIC EXPANSION
OF OUR SALES AND MARKETING EFFORTS IN EUROPE. ENTERING INTO THIS LONG-TERM
RELATIONSHIP WITH NOVARTIS WILL SIGNIFICANTLY INCREASE OUR SALES PRESENCE IN THE
UK AND ALLOW US TO ATTAIN PROFITABILITY IN THE EUROPEAN MARKET NEXT YEAR," SAID
ROBERT P. ROCHE, JR., CEPHALON'S SENIOR VICE PRESIDENT OF PHARMACEUTICAL
OPERATIONS.

     "This agreement complements both companies' strategic focus and allows
Novartis to expand the sales potential for these four mature products and share
in the anticipated success of PROVIGIL," said Peter Hewes, Head of Mature
Products Business at Novartis.

     Novartis (NYSE: NVS) is a world leader in healthcare with core businesses
in pharmaceuticals, consumer health, generics, eye-care, and animal health. In
1999, the Group achieved sales of CHF 25.4 billion (USD 16.9 billion) and
invested more than CHF 3.6 billion (USD 2.4 billion) in R&D. Headquartered in
Basel, Switzerland, Novartis employs about 66 000 people and operates in over
140 countries around the world. For further information please consult
www.novartis.com.

     Cephalon, Inc., headquartered in West Chester, Pennsylvania, is an
international biopharmaceutical company dedicated to the discovery, development
and marketing of products to treat sleep disorders, neurological disorders,
cancer and pain.

     IN ADDITION TO HISTORICAL FACTS OR STATEMENTS OF CURRENT CONDITION, THIS
PRESS RELEASE MAY CONTAIN FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS
PROVIDE CEPHALON'S CURRENT EXPECTATIONS OR FORECASTS OF FUTURE EVENTS. THESE MAY
INCLUDE STATEMENTS REGARDING ANTICIPATED SCIENTIFIC PROGRESS ON ITS RESEARCH
PROGRAMS, DEVELOPMENT OF POTENTIAL PHARMACEUTICAL PRODUCTS, INTERPRETATION OF
CLINICAL RESULTS, PROSPECTS FOR REGULATORY APPROVAL, MANUFACTURING DEVELOPMENT
AND CAPABILITIES, MARKET PROSPECTS FOR ITS




PRODUCTS, SALES AND EARNINGS PROJECTIONS, AND OTHER STATEMENTS REGARDING
MATTERS THAT ARE NOT HISTORICAL FACTS. YOU MAY IDENTIFY SOME OF THESE
FORWARD-LOOKING STATEMENTS BY THE USE OF WORDS IN THE STATEMENTS SUCH AS
"ANTICIPATE," "ESTIMATE," "EXPECT," "PROJECT," "INTEND," "PLAN," "BELIEVE" OR
OTHER WORDS AND TERMS OF SIMILAR MEANING. CEPHALON'S PERFORMANCE AND FINANCIAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE REFLECTED IN THESE FORWARD-LOOKING
STATEMENTS DUE TO GENERAL FINANCIAL, ECONOMIC, REGULATORY AND POLITICAL
CONDITIONS AFFECTING THE BIOTECHNOLOGY AND PHARMACEUTICAL INDUSTRIES AS WELL AS
MORE SPECIFIC RISKS AND UNCERTAINTIES SUCH AS THOSE SET FORTH BELOW AND IN ITS
REPORTS ON FORM 8-K, 10-Q AND 10-K FILED WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION. GIVEN THESE RISKS AND UNCERTAINTIES, ANY OR ALL OF THESE
FORWARD-LOOKING STATEMENTS MAY PROVE TO BE INCORRECT. THEREFORE, YOU SHOULD NOT
RELY ON ANY SUCH FACTORS OR FORWARD-LOOKING STATEMENTS. FURTHERMORE, CEPHALON
DOES NOT INTEND (AND IT IS NOT OBLIGATED) TO UPDATE PUBLICLY ANY FORWARD-LOOKING
STATEMENTS. THIS DISCUSSION IS PERMITTED BY THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995.

     NOTE: Cephalon's press releases are posted on the Internet at the company's
Web site at www.cephalon.com. They are also available by fax 24 hours a day at
no charge by calling PR Newswire's Company News On-Call at 800-758-5804,
extension 134563.

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