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Cephalon Reports Another Strong Quarter
Date:10/28/2008

$3.35 $3.09

WEIGHTED AVERAGE NUMBER OF COMMON

SHARES OUTSTANDING 67,855 66,398

WEIGHTED AVERAGE NUMBER OF COMMON

SHARES OUTSTANDING-ASSUMING DILUTION 75,580 78,814

Notes to Reconciliation of GAAP Net Income to Adjusted Net Income

(1) To exclude the on-going amortization of acquired intangible assets ($77.0 million in 2008; $64.2 million in 2007), accelerated depreciation related to the CIMA LABS restructuring ($5.4 million in 2008), accelerated depreciation related to the proposed divestiture at the Mitry-Mory facility ($2.9 million in 2008), and the write-off of purchase commitments in excess of estimated requirements ($26.0 million in 2008).

(2) To exclude charges related to payments for several research and development collaborations ($6.0 million in 2008; $26.5 million in 2007), other charges related to employee severance costs ($1.8 million in 2008), and accelerated depreciation related to the proposed divestiture at the Mitry-Mory facility ($0.3 million in 2008). In 2007, we also excluded the recognition of a milestone ($15.0 million) related to the FDA's acceptance of our NDA filing for TREANDA.

(3) To exclude charges related to employee severance costs ($3.0 million) and charges related to the estimated termination payments due to Takeda Pharmaceuticals North America, Inc. ($27.2 million).

(4) In 2008, to exclude charges related to the settlement of investigations by the Offices of the Attorney General of Connecticut and Massachusetts and estimated relator attorney fees. In 2007, to exclude the reserve established for the minimum liability related to the potential settlement of the investigations by the U.S. Attorney's Office.

(5) To exclude the pre-tax gain related to the sale of certain investments.

(6) To exclude the forgiveness of a mortgage loan by the PIDA.

(7) To exclude the accrued int
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SOURCE Cephalon, Inc.
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