March 29, 2011To: The Cephalon Board of DirectorsAttention: Mr....

March 29, 2011

To: The Cephalon Board of Directors
Attention: Mr. Kevin Buchi, Chief Executive Officer and Director
41 Moores Road
Frazer, PA 19355


Dear Kevin,

Thank you for your letter yesterday and our telephone discussion later in the afternoon. On our call, you mentioned that your board would not be meeting to discuss our two offers until next week as a part of your regularly scheduled long-range planning discussion and that you would not be able to respond to either of our offers until after that discussion. You also stated that although you are only one director, you did not think the board would be interested in either of our proposals and that you felt certain the proposals would be rejected.

Following another evening of reflection, my board and I are increasingly concerned that as each day goes by, the value of Cephalon to Valeant shareholders is decreasing. Specifically, Provigil continues to move closer to its patent cliff and your cash is being rapidly spent on what we believe are risky investments. At some point, a potential merger between Cephalon and Valeant will no longer be attractive to us.

We do not feel comfortable extending the time for you to respond formally to our proposal. Since the time of our original offer you have announced two deals that will reduce your cash on hand by over $400 million dollars - which makes Cephalon a less attractive acquisition from our standpoint. As a result, we are seriously considering the need to reduce our original $73.00 per share proposal. However, we are still committed to trying to find more value if we are allowed to perform due diligence.

It appears to us that you maybe delaying your response in order to put up more barriers for us to complete our offer, and in the process, costing your shareholders significant value. We understand that Cephalon's board regularly reviews Cephalon's fundamental value and that you have recently evaluated takeover proposals, which means that your board could have given an initial response to our proposal quickly. Further, your board should have had time to consider our offer since it approved two acquisitions during this same time frame.

I am disappointed that I have had to be as direct as I have been in this letter. However, like Cephalon, Valeant is a mid-size pharmaceutical company and one of the keys to our success is making rapid, thoughtful decisions on behalf of our shareholders. As I mentioned on the call, we will be having a full discussion with our board on this matter today.

I strongly encourage you to reach out to me today at any time if you or your board would like to discuss this matter further.

Best regards,

J. Michael Pearson
Chairman and Chief Executive Officer
Valeant Pharmaceuticals International, Inc.