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Contact: Jason Rubin
(610) 344-0200

FOR IMMEDIATE RELEASE

                     Cephalon Announces Private Placement of
                      $30 Million Senior Convertible Notes

         West Chester, PA -- January 16, 1997 -- Cephalon, Inc. (NASDAQ: CEPH)
announced today an agreement to issue, in a private placement, $30 million of
senior convertible notes. Cephalon plans to use the proceeds of the private
placement for general purposes, which may include funding potential technology
acquisitions.

         The convertible notes will be sold at par, mature in January 1998 and
bear interest at a rate of seven percent per annum. They are convertible into
common stock of the company, subject to certain limitations, at a six percent
discount to a market price formula at the time of conversion. If not converted
into common stock prior to maturity, the securities will be exchanged for
higher-yield, fifteen-year debentures.

         The convertible notes cannot be converted at a price less than $25 per
share until 75 days after the effectiveness of the registration statement.
Cephalon may redeem the notes, at a redemption price equal to 110 percent of the
outstanding principal amount plus interest, if the conversion price falls below
approximately $21 per share. The closing of the placement is subject to the
effectiveness of a registration statement to be filed by the company with the
Securities and Exchange Commission covering the resale by the investors of the
common stock issuable upon conversion of the convertible notes. Cephalon expects
to initially register 1.43 million shares of common stock. Owen, Diaz & Altschul
Securities, LLC of New York was the placement agent in the transaction.

         Cephalon, Inc., headquartered in West Chester, PA, is an international
biopharmaceutical company that discovers, develops and markets products to treat
neurological disorders. The company is developing products for the treatment of
ALS, narcolepsy, peripheral neuropathies, Alzheimer's disease, head and spinal
injury, and stroke, and currently copromotes two products in the United States
for the treatment of neurological conditions.

         This news release may contain forward-looking statements that involve
risks and uncertainties. A full discussion of Cephalon's operations and
financial condition, including factors that may affect the company's business
and future prospects, is contained in documents the company files with the SEC,
such as form 10-Q and 10-K reports. These documents identify important factors
that could cause the company's actual performance to differ from current
expectations.