The Standards are the guide to company policies and the legal requirements that govern how we conduct business around the world. The Standards do not describe every detail of every law, regulation or company policy that may apply to you. You can access detailed functional policies and procedures on the Cephalon intranet. Global Compliance or your manager also can be a guide.

The Standards apply to all Cephalon officers, full and part-time employees and to any vendor, agent or consultant while they are working for or representing Cephalon, where allowed by law. The Standards apply regardless of the country in which you work. However, application of the Standards may be different in different countries, due to local business practices or a need to comply with local laws and regulations. If you are unclear about how and whether the Standards apply, you should consult your manager or Global Compliance.

Each employee is responsible for becoming familiar with, and following, all the laws, regulations and company policies and procedures that apply to his or her job. You are responsible for seeking advice where needed, raising concerns and reporting suspected or known violations of the law or company policy. There are many company resources to help you, including your immediate supervisor or another manager, Global Compliance and The Hotline.

Waivers of the company policies that are summarized in the Standards are exceptions and will only be granted in special circumstances. In no event will a waiver be granted if it would permit illegal or unethical conduct. Waivers for employees will be made only upon the advice of Global Compliance. Waivers for corporate officers may be made only by the Corporate Governance and Nominating Committee of the Board of Directors, upon a recommendation by the Executive Vice President and Chief Compliance Officer. All waivers will be promptly disclosed as required by law, regulation and local stock exchange rules.