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)  January 31, 2010

Cephalon, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-19119	23-2484489
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

41 Moores Road
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 1.01Entry into a Material Definitive Agreement.

On January 31, 2010, Cephalon, Inc. (the “Registrant”) and Mepha Holding AG entered into a Share Purchase Agreement pursuant to which the Registrant agreed to purchase all of the issued share capital of Mepha AG for CHF 622.5 million (or approximately US$590 million) in cash, subject to customary closing adjustments.  The closing of the transaction is subject to customary closing conditions, including receipt of the applicable antitrust approvals.  The transaction is expected to close in the second quarter of 2010.  The Registrant’s press release dated February 1, 2010 is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description of Document
99.1	Press Release dated February 1, 2010 — Cephalon, Inc. Announces Agreement to Acquire Mepha AG
99.2	Slide Presentation Relating to February 1, 2010 Conference Call

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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 4, 2010	By:	/s/ J. Kevin Buchi
		J. Kevin Buchi
		Chief Operating Officer

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Exhibit Index

Exhibit No.	Description of Document
99.1	Press Release dated February 1, 2010 — Cephalon, Inc. Announces Agreement to Acquire Mepha AG
99.2	Slide Presentation Relating to February 1, 2010 Conference Call

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EX-99.1

Exhibit 99.1

For Immediate Release

Cephalon, Inc. Announces Agreement to Acquire Mepha AG

Expands Range of Products and Reach in Europe, Africa, and the Middle East

Transaction Expected to be Immediately Accretive
to Adjusted Earnings Per Share

FRAZER, PA-USA, Aesch-Switzerland, Maisons Alfort-France — February 1, 2010 — Cephalon, Inc. (Nasdaq: CEPH) announced today that it has signed an agreement to acquire Mepha AG and its subsidiaries, a profitable, privately-held, Swiss-based pharmaceutical company.  Mepha has specific expertise in innovative dosage formulations and markets both generic and branded generic products.  The acquisition diversifies the company’s business mix, doubles the size of its international business, and provides an attractive platform to launch current and future products in new, developed and emerging markets.

Mepha manufactures and markets over 120 products in 50 countries and recognized sales of approximately CHF 400 million in 2009.  With its exposure to high-growth international markets, and a track record of innovation, Mepha has achieved compound annual growth rates (CAGR) in sales of more than 13 percent over the last five years.  In addition to its existing products, Mepha has a broad pipeline of approximately 50 chemical entities planned for launch over the next five years.

Under the terms of the agreement, Cephalon will purchase Mepha AG for CHF 622.5 million, or an estimated $590 million USD, from the Merckle family-owned Mepha Holding AG, subject to adjustments upon closing.  The transaction is expected to close in the next 10-12 weeks upon completion of certain closing conditions, including receipt of applicable antitrust approvals.  Cephalon expects that the acquisition will be accretive to adjusted earnings per share in 2010 and will update its 2010 guidance when it reports full year 2009 financial results on February 11, 2010.  In the interim, the company withdraws its full year 2010 guidance issued on October 27, 2009.

“The addition of Mepha will transform our international business overnight, expanding our ability to serve global markets and reach patients in new territories for the first time,” said Frank Baldino, Jr., Ph.D., Chairman and CEO of Cephalon.  “With this deal, we now serve all three types of pharmaceutical markets, proprietary branded, generic and branded generic.  We believe this balance will increase the growth and stability of our business,” added Baldino.

Alain Aragues, Executive Vice President and President of Cephalon Europe, said, “The acquisition of Mepha will help us to significantly grow our current business and positions us as a more attractive partner for further business development opportunities in the European, Middle East and African regions.”

Dr. Thomas Villiger, CEO of Mepha Group, added, “Mepha and Cephalon complement each other as far as markets and products are concerned.  Mepha’s leading position on the Swiss market will be immediately enhanced by the addition of innovative therapies from Cephalon.”

Deutsche Bank Securities Inc. served as exclusive financial advisor to Cephalon.

Cephalon will host a conference call for investors and analysts on February 1, 2010, at 9:00 a.m. Eastern Time to discuss the transaction.  A slide presentation will be available on the company website at http://investors.cephalon.com/phoenix.zhtml?c=81709&p=irol-irhome

February 1, 2010, Schedule

8:10 a.m. EST	Company presentation will be made available.
8:50 a.m. EST	Conference line opens.  To participate in the conference call, dial 913-312-0408 and refer to Conference Code Number 1894492.
9:00 a.m. EST	Conference call begins promptly.

Simultaneous Webcast

Investors can listen to the call live by logging on to the company’s website at www.cephalon.com and clicking on “Investor Information,” then “Webcast.”  Please click on the link and follow the prompts for registration and access.

If you are unable to listen to the live broadcast, an audio or webcast replay of the call will be available approximately two hours after the event until Midnight EST, February 8, 2010.  To listen to the audio replay, dial 719-457-0820 and use the Conference Code Number 1894492.

Additional information presented on the conference call may be made available on the Investor Information page of the company’s website.

About Mepha AG

Founded in 1949, Mepha is a Swiss-based pharmaceutical company marketing branded and non-branded generics as well as specialty products in more than 50 countries.  Mepha develops and manufactures its products in Aesch/Basel - Switzerland with a strong focus on Swiss-quality standards.  Mepha’s R & D focuses on the development of improved and innovative generics providing additional benefits for patients.  Furthermore, Mepha is active in malaria research offering innovative life-saving therapies for adults and children.

Mepha is the leading company on the Swiss generic market, with more than 120 products in over 500 packaging forms and also providing unique services to healthcare professionals and patients.  Mepha has operational subsidiaries in Portugal and the Baltics.  Through partnerships, Mepha markets its products in other European countries, in the Middle East, Africa, South and Central America as well as in Asia.  Mepha employs approximately 1,000 people worldwide, 500 of them in Switzerland.  For more information on Mepha, visit their website at www.mepha.com.

About Cephalon, Inc.

Cephalon is an international biopharmaceutical company dedicated to discovering, developing and bringing to market medications for difficult to treat and rare conditions.  Since its inception in 1987, Cephalon has brought first-in-class and best-in-class medicines to patients around the world in several therapeutic areas.  Cephalon has the distinction of being one of the world’s fastest-growing biopharmaceutical companies, now among the Fortune 1000 and a member of the S&P 500 Index, employing approximately 3,000 people worldwide.

Cephalon has a growing presence in Europe, the Middle East and Africa.  The Cephalon European headquarters and pre-clinical development center are located in Maisons-Alfort, France, just outside of Paris.  Operational subsidiaries are located in the United Kingdom, France, Germany, Italy, Spain, the Netherlands (which covers the entire Benelux region), and Poland (which covers Eastern Europe and Scandinavia).  Cephalon Europe markets more than 30 products in 50 countries in four therapeutic areas: central nervous system, pain, primary care and oncology.

The company’s proprietary products in the United States include: NUVIGIL® (armodafinil) Tablets [C-IV], TREANDA® (bendamustine hydrochloride) for Injection, AMRIX® (cyclobenzaprine hydrochloride extended-release capsules), FENTORA® (fentanyl buccal tablet) [C-II], TRISENOX® (arsenic trioxide) injection, GABITRIL® (tiagabine hydrochloride), PROVIGIL® (modafinil) 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 the accretive nature of the acquisition of the Mepha Group with respect to Cephalon’s adjusted earnings per share in 2010, 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 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

Contacts:

US Media:	European Media:
Sheryl Williams	Marie-Dominique de La Salle	Linda Pavy
610-738-6493	+ 33 (1) 49 81 82 48		Burson Marsteller
swilliam@cephalon.com	mddelasalle@cephalon.com		+33 (6) 07 59 43 95
			Linda.Pavy@bm.com

Investors:

Robert (Chip) Merritt

610-738-6376

cmerritt@cephalon.com

EX-99.2

Exhibit 99.2

Mepha Acquisition Conference Call February 1, 2010

Safe Harbor Statement This presentation contains forward-looking statements that involve risks and uncertainties. These statements may concern, among other things, our business strategy and market opportunities, the development of pharmaceutical products, and future financial and operating results. Additional information that may affect our business and financial prospects, as well as factors that would cause our actual performance to vary from our expectations, may be found in our filings with the Securities and Exchange Commission.

Cephalon Perspective How Does Mepha Add To Cephalon? Increased global reach: We can leverage our current and future products through Mepha $400 million of incremental sales: Mepha doubles the size of our international business with a sound, diverse product portfolio Increased balance: We now serve all 3 types of pharmaceutical products (branded, branded generics, and generics) Immediately accretive: Expect immediate accretion to adjusted EPS* and cash from operations Substantial synergies: Expect to achieve revenue, operational, and tax synergies Consistent with our business strategy: We seek to build a growing diversified bio-pharmaceutical company * See our quarterly earnings press releases and Form 8-k filed on the same dates for reconciliation of non-GAAP figures to GAAP.

MEPHA Company Profile A fully integrated profitable branded generics & specialty pharmaceutical company structured around: Switzerland pharmaceutical operations International pharmaceutical operations Manufacturing & supply chain Development (pilot unit, formulation improvements) Stand-alone company part of the Merckle group Swiss-based company headquartered close to Basel

MEPHA Company Profile 408MM CHF estimated net sales in 2009 (approx. $400 million) Sales CAGR of 13% over the last five years Excellent complement to our existing business

MEPHA Company Profile Existing Product Portfolio About 120 products: Improved Branded Generics (i.e. modified release) Branded generics Generics Limited Rx-OTC product range in selected countries 20 top selling products generate over 60% of 2009 sales Patented formulation technologies: Patches Gels Micro tablets

Mepha Company Profile Innovative Dosage Forms For Better Application Depocaps™ - capsules filled with a number of slow-release pellets designed for a pH-independent sustained release Gastrocaps™ - enteric coated pellets protects active compounds from acidic gastric juice and ensures release in the small intestine Depotabs™ - tablets with a slow and continuous release of the active substance Lactab™ - tablets coated with a thin film, where the film can provide, taste masking, easier swallowing and directed duration of action Rectocaps™ - suppository-shaped soft shell capsules with a lubricating film layer for rectal delivery of the drug (stable in warm climates) Easytabs - tablets spherical on the top and concave on the bottom allowing them to be divided into two equal parts by simple pressing Patches - applied to the skin for a variety of therapeutic and related purposes Dispersible - tablets that quickly disintegrate to form a suspension with a pleasant taste when placed in a small amount of water

MEPHA Company Profile Existing Product Portfolio Aktiferrin™ - Iron deficiency anaemia, latent deficiency of iron and folic acid Alistim™ - Hypercholesterolaemia and hyperlipidaemia Artequin™ - Non-complicated P. falciparum malaria Artequin Pediatric™ - Acute, uncomplicated malaria Bactiflox™ - Bacterial infections Beco-5™ - Vitamin B deficiencies CoAmox-Mepha - Upper and lower respiratory tract infections Decatylen™ - Inflammation of the mouth and throat Dolobene™ Gel - Contusions and bruises of muscles and joints, neuralgia Enatec™ - Hypertension Gasec™ - Reflux oesophagitis, ulcer Irfen™ - Analgesic, inflammatory or rheumatic conditions; dysmenorrhoea Livit™ - Adjuvant to treat toxic and inflammatory liver diseases Lofral™ - Hypertension, angina pectoris, vasospastic angina Loraxine™ - seasonal or perennial allergic rhinitis; chronic idiopathic urticaria

MEPHA Company Profile Existing Product Portfolio Mephaquin™ - Prophylaxis of malaria Mepharis™ - Schizophrenia Mesporin™ - Moderate to severe bacterial infections Neurorubine™ - Neuralgic pain; nerve damage due to diabetes or alcoholism Olfen™ - Acute painful inflammatory conditions Pectoral™ - Cough Pexal™ - 400 - Peripheral arterial and arteriovenous circulatory disorders Plasmotrim™ - P. falciparum malaria Salipax™ - Mood and anxiety disorders Simepar™ - Adjuvant to treat toxic and inflammatory liver diseases Trabilin™ - Moderate to severe pain Uvamin™ retard - Urinary tract infections Vitiron™ - Hypovitaminosis and mineral salt deficiencies Zadorin™ - Infections Zamur™ - Upper and lower respiratory tract infections Zenusin™ - Coronary heart disease; hypertension

MEPHA Company Profile Planned Product Launches Targeting future high selling off-patent products New products in-licensed or internally-developed Close to 150 identified commercial launches planned between 2010 and 2014 (50 chemical entities) Planned product launches 34 33 34 23 28 0 10 20 30 40 2010 2011 2012 2013 2014

Cephalon With The Addition Of Mepha Global Bio-pharmaceutical company Sales presence in 100 countries 3,800 employees 30 percent of sales outside United States Diverse product portfolio Increasingly stable, and profitable business Deep pipeline: oncology, pain, inflammatory diseases, branded generics Significant cash generator

Thank you! February 1, 2010