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

Date of report (Date of earliest event reported)  February 13, 2008

Cephalon, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-19119	23-2484489
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
41 Moores Rd. Frazer, Pennsylvania		19355
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code  (610) 344-0200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01Other Events

On February 13, 2008, Cephalon, Inc. (the “Company”) issued a statement in response to a complaint filed by the U.S.  Federal Trade Commission (“FTC”) in U.S. District Court for the District of Columbia challenging the validity of certain agreements entered into by the Company with each of Teva Pharmaceuticals USA, Inc., Mylan Pharmaceuticals Inc., Ranbaxy Laboratories Limited and Barr Laboratories Inc. to settle the PROVIGIL® (modafinil) [C-IV] patent infringement litigation.  The complaint alleges a violation of Section 5(a) of the Federal Trade Commission Act and seeks to permanently enjoin the Company from maintaining or enforcing these agreements.  The Company believes the FTC complaint is without merit and it intends to vigorously defend itself in this matter.

Item 9.01Financial Statements and Exhibits.

(c)Exhibits.

Exhibit No.	Description of Document
99.1	Press Release dated February 13, 2008

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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 hereunto duly authorized.

CEPHALON, INC.

Date: February 13, 2008	By:	/s/ J. Kevin Buchi
		J. Kevin Buchi
		Executive Vice President & Chief Financial Officer

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EX-99.1

Exhibit 99.1

News

Contacts:

Media:

Sheryl Williams

610-738-6493

swilliam@cephalon.com

Investors

Robert (Chip) Merritt

610-738-6376

cmerritt@cephalon.com

Cephalon Statement on Federal Trade Commission Action

Regarding PROVIGIL Patent Settlements

FRAZER, Pa., February 13, 2008 — Cephalon, Inc., (Nasdaq: CEPH) issued the following statement in response to a complaint filed today by the U.S.  Federal Trade Commission (FTC) in U.S. District Court for the District of Columbia challenging the validity of certain agreements entered into by the company in late 2005 and early 2006 to settle the PROVIGIL® (modafinil) [C-IV] patent infringement litigation and seeking to permanently enjoin the Company from maintaining or enforcing these agreements.

 Cephalon stands by the strength and validity of our PROVIGIL patents and the legal basis for these settlements.  We are disappointed that the FTC has determined to challenge these agreements as we believe they fully comply with both the spirit and letter of the antitrust laws.  As importantly, our settlements confer a meaningful benefit to U.S. consumers by providing for the entry of generic modafinil three years early.

Cephalon is prepared to vigorously defend itself in this matter and expects to prevail.

About Cephalon, Inc.

Founded in 1987, Cephalon, Inc. is an international biopharmaceutical company dedicated to the discovery, development and commercialization of innovative products in four core therapeutic areas: central nervous system, pain, oncology and addiction.  A member of the Fortune 1000, Cephalon currently employs approximately 3,000 people in the United States and Europe. U.S. sites include the company’s headquarters in Frazer, Pennsylvania, and offices, laboratories or manufacturing facilities in West Chester, Pennsylvania, Salt Lake City, Utah, and suburban Minneapolis, Minnesota. The company’s European headquarters are located in Maisons-Alfort, France.

SOURCE:  Cephalon, Inc.l41 Moores RoadlFrazer, PA  19355l(610) 344-0200lFax (610) 344-0981

The company’s proprietary products in the United States include: PROVIGIL, FENTORA^® (fentanyl buccal tablet) [C-II], TRISENOX^® (arsenic trioxide) injection, AMRIX^® (cyclobenzaprine hydrochloride extended-release capsules), VIVITROL^® (naltrexone for extended-release injectable suspension), GABITRIL^® (tiagabine hydrochloride), NUVIGIL™ (armodafinil) Tablets [C-IV] and ACTIQ^® (oral transmucosal fentanyl citrate) [C-II].  The company also markets numerous products internationally.  Full prescribing information on its U.S. products is available at http://www.cephalon.com or by calling 1-800-896-5855.

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; legal matters, including the ultimate outcome of the FTC litigation or the amount of time it will take for the FTC litigation to be resolved; market prospects for its products; sales, adjusted net income and basic adjusted income per common share guidance; 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 facing Cephalon such as those set forth 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 to update publicly any forward-looking statement, except as required by law. The Private Securities Litigation Reform Act of 1995 permits this discussion.

SOURCE:  Cephalon, Inc.l41 Moores RoadlFrazer, PA  19355l(610) 344-0200lFax (610) 344-0981