Investment in Associate

Proteome Sciences PLC
04 June 2004



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN



                             Proteome Sciences plc
         Proteome Sciences to increase shareholding in Intronn, Inc.
                                  funded by a
                             placing of £2.2 million


Proteome Sciences plc ('Proteome Sciences' or 'the Company') intends to
participate in a funding round with other existing investors in its US
associate, Intronn, Inc. ('Intronn') to increase its shareholding to a fully
diluted level of approximately 40 per cent. (compared to its existing holding of
30 per cent.) through the subscription of US$3.5 million.  Intronn intends to
raise a total of up to US$7.2 million from existing investors, including the
original institutional investors that participated at the time of Intronn's
incorporation in 2001.

Proteome Sciences is funding this investment by way of a placing (the 'Placing')
of 1,848,739 new ordinary shares (the 'Placing Shares'), representing
approximately 1.5 per cent of the Company's existing issued share capital, with
institutional investors (the 'Placees') to raise approximately £2.2 million
before expenses. The Placing is being undertaken by Dresdner Kleinwort
Wasserstein Securities Limited ('DrKWS') at a price of 119 pence per share.

Having been involved in the establishment of Intronn and its funding since
inception, Proteome Sciences considers that the current funding round provides
an attractive investment opportunity at a time when a considerable amount of the
risk from the development of Intronn's Spliceosome Mediated RNA Trans-splicing
('SMaRT') gene therapy technology has been reduced and where the potential
rewards from the broad range of its applications are becoming visible.

As in the past, the Intronn shareholding will be held as an investment, with
Proteome Sciences continuing to focus its key resources and attention in
proteomics, to exploit the leading position it has established in applied
proteomics with its ProteoSHOP toolbox and the ongoing commercialisation and
development of the biomarkers that it has discovered across a range of major
diseases.  The Board of Directors remains confident that the Company continues
to make good progress and looks forward to updating shareholders with the
preliminary results on Monday, 28 June.

Information on Intronn

Intronn's SMaRT technology represents an entirely new approach to gene therapy
at the pre m-RNA level and has broad applications across medicine and biology.
Principal applications include therapeutics, molecular imaging, molecular
evolution and genomics.  Pre-trans-splicing molecules ('PTMs') are the core of
SMaRT technology and Intronn has developed a high capacity screen to select the
best PTM from millions of candidates using molecular libraries.  Intronn's
technology has progressed considerably over the last three years and has now
established in-vitro and in-vivo proofs of principle in the liver.

Intronn's main priority is its therapeutic pipelines, building a franchise in
RNA therapeutics for the liver to address haemophilia, hypercholesterolemia and
AAT (alpha 1-antitrypsin) in addition to addressing substantial commercial
opportunities in cancer and molecular imaging.

The current funding round should enable Intronn to finance its progress through
to clinical trials, by which time Intronn intends to enter into partnering
programmes where significant portions of clinical and commercial development as
well as upfront payments and sponsored research collaborations will be provided
by strategic partners.

Details of the Placing

By participating in the Placing, a Placee will be deemed to have read and
understood the Appendix to this announcement in its entirety and to be
participating on the terms and conditions, and to be providing the
representations, warranties and acknowledgements, contained therein.  The full
terms and conditions of the Placing are set out in the Appendix to this
announcement.

The Placing Shares will rank pari passu with the Company's existing issued
ordinary shares.  Application will be made for the Placing Shares to be admitted
to the Alternative Investment Market ('AIM') of the London Stock Exchange plc ('
Admission').  The Placing is expected to raise approximately £2.2 million before
expenses.  Dealings in the Placing Shares are expected to commence on 9 June
2004.

The net proceeds of the Placing will be used to finance the further investment
in Intronn.  If the subscription agreement for the investment in Intronn does
not complete in due course, Proteome Sciences will retain the placing proceeds
for general corporate purposes.


Enquiries:

Proteome Sciences plc
Christopher Pearce, Chief Executive                               01932 865065
James Malthouse, Finance Director

Dresdner Kleinwort Wasserstein
Michael Covington                                                020 7623 8000



This announcement has been issued by Proteome Sciences and is the sole
responsibility of Proteome Sciences. This announcement is for information
purposes only and does not constitute an offer to sell or issue any securities
or a solicitation of an offer to buy or acquire any securities or investment
advice in any jurisdiction including, without limitation, the United Kingdom,
the United States, Canada, Australia or Japan.

The Placing Shares have not been and will not be registered under the US
Securities Act of 1933 (the 'Securities Act') and may not be offered or sold
within the United States absent registration or an exemption from registration.
No public offering of securities will be made in the United States.

Dresdner Kleinwort Wasserstein Limited ('DrKW') and DrKWS, which are authorised
and regulated by the Financial Services Authority under the Financial Services
and Markets Act 2000 ('FSMA'), are acting for Proteome Sciences and for no one
else in connection with the Placing and will not be responsible to anyone other
than Proteome Sciences for providing the protections afforded to clients of DrKW
and DrKWS, nor for providing advice in relation to the Placing or any other
matter referred to in this announcement.

Neither this document nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into the United States, Canada,
Australia or Japan or in any jurisdiction in which such transmission or
distribution is unlawful. Any failure to comply with this restriction may
constitute a violation of US, Canadian, Australian or Japanese securities laws
or the securities laws of other states as the case may be.

IMPORTANT INFORMATION FOR PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT
PERSONS SELECTED BY DRKWS WHO ARE 'INVESTMENT PROFESSIONALS' AS DESCRIBED IN
ARTICLE 19 OR 'HIGH NET WORTH COMPANIES' AS DESCRIBED IN ARTICLE 49 OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 OR TO
WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS 'RELEVANT PERSONS'). THIS APPENDIX AND THE TERMS AND CONDITIONS
SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS.


                                    Appendix

                      Terms and Conditions of the Placing

Terms defined in the announcement shall have the same meanings in this Appendix.

By participating in the Placing, each Placee is deemed to have read and
understood this Appendix in its entirety and to be providing the
representations, warranties and acknowledgements contained in this Appendix.

Details of the Placing Agreement and the Placing Shares

Proteome Sciences has entered into a placing agreement (the 'Placing Agreement')
with DrKWS under which DrKWS will, subject to the terms set out therein,
undertake to use its reasonable endeavours, as agent of the Company, to procure
Placees to subscribe for the Placing Shares at 119 pence per Placing Share (the
'Placing Price').  The Placing Shares will be issued credited as fully paid and
will rank pari passu in all respects with the existing ordinary shares of one
pence each in the capital of Proteome Sciences including the right to receive
all dividends and other distributions declared, made or paid in respect of such
ordinary shares after the date of issue of the Placing Shares.  The Placing
Shares will be issued free of any incumbrance, lien or other security interest
and Proteome Sciences can transfer clear legal and beneficial title of the
Placing Shares to the Placees.

Application for listing and admission to trading

Application for Admission will be made to the London Stock Exchange.  Admission
will become effective and dealings will commence as soon as practicable and in
any event no later than 9 June 2004.

Participation in the Placing

DrKWS will contact and confirm orally to Placees the size of their respective
allocations.  DrKWS's oral confirmation of the size of allocations and each
Placee's oral commitments to accept the same will constitute a legally binding
agreement pursuant to which each such Placee will be required to subscribe for
the number of Placing Shares allocated to the Placee on the terms, and subject
to the conditions, set out in this Appendix.  DrKWS shall be entitled to effect
the Placing by such alternative method as it shall in its sole discretion
determine. To the fullest extent permissible by law, DrKWS shall have no
liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise).

No commissions will be paid to Placees or by Placees in respect of any Placing
Shares.

This announcement and Appendix do not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Placing Shares in any
jurisdiction including, without limitation, the United States, Canada,
Australia, Japan or any other jurisdiction in which such offer or solicitation
is or may be unlawful. This announcement and the information contained herein
are not for publication or distribution, directly or indirectly, to persons in
the United States, Canada, Australia, Japan or in any jurisdiction in which such
publication or distribution is unlawful. The Placing Shares referred to in this
announcement have not been and will not be registered under the Securities Act,
and, may not be offered or sold within the United States absent registration or
an exemption from registration. The Placing Shares are to be offered and sold
outside the United States in accordance with Regulation S under the Securities
Act.

The distribution of this announcement and/or issue of the Placing Shares in
certain jurisdictions may be restricted by law. No action has been taken by
Proteome Sciences or DrKWS that would permit an offer of such Placing Shares or
possession or distribution of this announcement or any other publicity material
relating to such Placing Shares in any jurisdiction where action for that
purpose is required. Persons to whose attention this announcement has been drawn
are required by Proteome Sciences and DrKWS to inform themselves about and to
observe any such restrictions.

Conditions of the Placing

The obligations of DrKWS under the Placing Agreement are conditional, inter
alia, on:

1.  Admission occurring by no later than 9 June 2004;

2.  Proteome Sciences complying with its obligations under the Placing
    Agreement to the extent they fall to be performed prior to Admission 
    including the delivery, on the day of (but prior to) Admission, to DrKWS of 
    a certificate confirming that none of the warranties given by Proteome 
    Sciences in the Placing Agreement has been breached or is unfulfilled or was 
    untrue, inaccurate or misleading when made or would be breached or 
    unfulfilled or be untrue, inaccurate or misleading were it to be repeated on 
    the date of Admission; and

3.  Proteome Sciences allotting prior to Admission, subject only to Admission, 
    the Placing Shares to Placees in accordance with the terms of the Placing 
    Agreement.

If (a) the conditions above are not fulfilled or waived by DrKWS or (b) the
Placing Agreement is terminated in the circumstances specified below, the
Placing will lapse and the Placee's rights and obligations hereunder shall cease
and determine at such time and no claim can be made by the Placee in respect
thereof.

By participating in the Placing, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
under 'Right to Terminate under the Placing Agreement' below, and will not be
capable of rescission or termination by the Placee.

DrKWS reserves the right to waive or to extend the time and/or date for
fulfilment of any of the conditions in the Placing Agreement (save that
fulfilment of the condition in paragraph 1 above may not be waived). Any such
extension or waiver will not affect Placees' commitments.  DrKWS shall not have
any liability to any Placee (or to any other person whether acting on behalf of
a Placee or otherwise) in respect of any decision it may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of any
condition in the Placing Agreement or in respect of the Placing generally.

Right to Terminate under the Placing Agreement

DrKWS may, at any time before Admission, terminate the Placing Agreement by
giving notice to Proteome Sciences if, inter alia:

1   any of the warranties given by Proteome Sciences in the Placing Agreement 
    are not true and accurate or have become misleading (or would not be
    true and accurate or would be misleading if they were repeated at any time
    before Admission) by reference to the facts subsisting at the relevant time;

2   Proteome Sciences fails in any material respect to comply with any of
    its obligations under the Placing Agreement;

3   in the opinion of DrKWS there has been a material adverse change in the
    financial or trading position or prospects of the Group (defined as Proteome
    Sciences and its subsidiary undertakings); and

4   in the absolute discretion of DrKWS, there has been a change in national or 
    international financial, political, economic or stock market conditions 
    (primary or secondary); an incident of terrorism, outbreak or escalation of 
    hostilities, war, declaration of martial law or any other calamity or 
    crisis; a suspension or material limitation in trading of securities
    generally on any Stock Exchange; any change in currency exchange rates or
    exchange controls or a disruption of settlement systems or a material 
    disruption in commercial banking as would in any such case be reasonably 
    likely to prejudice the success of the Placing.

By participating in the Placing, each Placee agrees with DrKWS that the exercise
by DrKWS of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of DrKWS and that DrKWS need
not make any reference to the Placee and that DrKWS shall not have any liability
whatsoever to the Placee in connection with any such exercise.  Further, by
participating in the Placing, each Placee agrees that its rights and obligations
hereunder terminate only in the circumstances described above and under '
Conditions of the Placing' above, and will not be capable of rescission or
termination by the Placee.

No Prospectus

No offering document or prospectus has been filed with the Registrar of
Companies in England and Wales in relation to the Placing and the Placees'
commitments will be made solely on the basis of the information contained in
this announcement or any information previously published by or on behalf of
Proteome Sciences by notification to a Regulatory Information Services (as
defined in the London Stock Exchange AIM Rules). Each Placee, by accepting a
participation in the Placing, agrees that the content of this announcement is
exclusively the responsibility of Proteome Sciences and confirms that it has
neither received nor relied on any other information, representation, warranty
or statement made by or on behalf of DrKWS or Proteome Sciences or any other
person and neither DrKWS, Proteome Sciences nor any other person will be liable
for any Placee's decision to accept an invitation to participate in the Placing
based on any other information, representation, warranty or statement which the
Placee may have obtained or received. Nothing in this paragraph shall exclude
the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system, using the delivery versus payment mechanism ('DVP
') subject to certain exceptions. DrKWS reserves the right to require settlement
for and delivery of the Placing Shares to Placees in such other means that it
deems necessary if delivery or settlement is not possible within the CREST
system within the timetable set out in this announcement or would not be
consistent with the regulatory requirements in the Placee's jurisdiction.  In
such case, payment for the Placing Shares shall be made against delivery of the
Placing Shares to the Placee.

Interest is chargeable daily on payments to the extent that value is received
after the due date at the rate per annum of two percentage points above Barclays
Bank's base lending rate.

If the Placee does not comply with these obligations, DrKWS may sell the Placing
Shares allocated to the Placee and retain from the proceeds, an amount equal to
the Placing Price plus any interest due. The Placee will, however, remain liable
for any shortfall below the Placing Price and it may be required to bear any
stamp duty or stamp duty reserve tax (together with any interest or penalties)
which may arise upon the sale of its Placing Shares on its behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the trade confirmation is copied and delivered
immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as agent
or that of a nominee for such person, such Placing Shares will, subject as
provided below, be so registered free from any liability to PTM levy, UK stamp
duty or stamp duty reserve tax.

Representations and Warranties

By participating in the Placing, each Placee (and any person acting on its
behalf):

 1. represents and warrants that it has read this announcement in its entirety;

 2. acknowledges that no offering document or prospectus has been prepared in
    connection with the placing of the Placing Shares;

 3. acknowledges that the content of this announcement is exclusively the
    responsibility of Proteome Sciences and that neither DrKWS nor any person
    acting on its behalf is responsible for or shall have any liability for any
    information, representation or statement relating to Proteome Sciences
    contained in this announcement or any information previously published by or
    on behalf of Proteome Sciences and will not be liable for any Placee's
    decision to participate in the Placing based on any information,
    representation or statement contained in this announcement or otherwise;

 4. represents and warrants that it has not received a prospectus or other
    offering document and has not received or relied on any information given or
    representations, warranties or statements made by DrKWS or Proteome Sciences
    in connection with the Placing other than information contained in this
    announcement or any information previously published by or on behalf of
    Proteome Sciences by notification to a Regulatory Information Service (as
    defined in the London Stock Exchange AIM Rules) and that neither DrKWS nor
    Proteome Sciences will be liable for any Placee's decision to participate in
    the Placing based on any other information, representation, warranty or
    statement, and acknowledges and agrees that it has relied on its own
    investigation of the business, financial or other position of Proteome
    Sciences in deciding to participate in the Placing;

 5. acknowledges that neither DrKWS nor any person acting on behalf of DrKWS has
    or shall have any liability for any publicly available or filed information
    or any representation relating to Proteome Sciences, provided that nothing
    in this paragraph excludes the liability of any person for fraudulent
    misrepresentation made by that person;

 6. represents and warrants that it is entitled to subscribe for and/or purchase
    Placing Shares under the laws of all relevant jurisdictions which apply to
    it and that it has fully observed such laws and obtained all such
    governmental and other guarantees and other consents in either case which
    may be required thereunder and complied with all necessary formalities;

 7. represents and warrants that the issue to the Placee, or the person specified
    by the Placee for registration as holder, of Placing Shares will not give
    rise to a liability under any of sections 67, 70, 93 or 96 of the Finance
    Act 1986 (depositary receipts and clearance services);

 8. represents and warrants that it has complied with its obligations in
    connection with money laundering under the Criminal Justice Act 1993 and the
    Money Laundering Regulations (1993) ('the Regulations') and, if it is making
    payment on behalf of a third party, that satisfactory evidence has been
    obtained and recorded by it to verify the identity of the third party as
    required by the Regulations;

 9. represents and warrants that it is (a) a person falling within Article 19 (5)
    of the Financial Services and Markets Act 2000 (Financial Promotion) Order
    2001 (the 'FPO') and undertakes that it will acquire, hold, manage or
    dispose of any Placing Shares that are allocated to it for the purposes of
    its business or (b) a person falling within Article 49(2)(a) to (d) of the
    FPO;

10. represents and warrants that it has all necessary capacity and has obtained
    all necessary consents and authorities to enable it to commit to
    participation in the Placing and to perform its obligations in relation
    thereto (including, without limitation, in the case of any person on whose
    behalf it is acting, all necessary consents and authorities to agree to the
    terms set out or referred to in this announcement) and will honour such
    obligations;

11. undertakes that it will pay for the Placing Shares acquired by it in
    accordance with this announcement on the due time and date set out herein
    against delivery of such Placing Shares to it, failing which the relevant
    Placing Shares may be placed with other subscribers or sold as DrKWS
    determines;

12. acknowledges that neither DrKW or DrKWS is making any recommendations to it
    or advising it regarding the suitability or merits of any transaction it may
    enter into in connection with the Placing, and acknowledges that
    participation in the Placing is on the basis that it is not and will not be
    a client or customer of DrKWS or DrKW and that neither DrKW nor DrKWS has
    any duties or responsibilities to it for providing the protections afforded
    to their clients or customers or for providing advice in relation to the
    Placing or in respect of any representations, warranties, undertakings or
    indemnities contained in the Placing Agreement;

13. undertakes that (i) the person whom it specifies for registration as holder
    of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as
    the case may be, (ii) neither DrKWS nor Proteome Sciences will be
    responsible for any liability to stamp duty or stamp duty reserve tax
    resulting from a failure to observe this requirement, (iii) the Placee and
    any person acting on its behalf agrees to subscribe on the basis that the
    Placing Shares will be allotted to the CREST stock account of DrKWS who will
    hold them as nominee on its behalf until settlement in accordance with its
    standing settlement instructions;

14. acknowledges that any agreements entered into by it pursuant to these terms
    and conditions shall be governed by and construed in accordance with the
    laws of England and it submits (on behalf of itself and on behalf of any
    person on whose behalf it is acting) to the exclusive jurisdiction of the
    English courts as regards any claim, dispute or matter arising out of any
    such contract;

15. represents and warrants that it is outside the United States and that it is
    not a US Person (as defined in Regulation S under the Securities Act) and
    the Placing Shares have not been and will not be registered under the
    Securities Act and it will not offer or sell the Placing Shares in the
    United States (other than pursuant to a registration exemption under the
    Securities Act) and it has not engaged and will not engage in any 'directed
    selling efforts' (as defined in Regulation S under the Securities Act) with
    respect to the Placing Shares;

16. represents and warrants that it is not a resident of Australia, Canada or
    Japan and acknowledges that the Placing Shares have not been and will not be
    registered nor will a prospectus be cleared in respect of the Placing Shares
    under the securities legislation of Australia, Canada or Japan and, subject
    to certain exceptions, may not be offered, sold, taken up, renounced or
    delivered or transferred, directly or indirectly, within those
    jurisdictions;

17. acknowledges that the agreement to settle each Placee's subscription (and/or
    the subscription of a person for whom it is contracting as agent) free of
    stamp duty and stamp duty reserve tax depends on the settlement relating
    only to a subscription by it and/or such person direct from Proteome
    Sciences for the Placing Shares in question. Such agreement assumes that the
    Placing Shares are not being acquired in connection with arrangements to
    issue depositary receipts or to transfer the Placing Shares into a clearance
    service. If there were any such arrangements, or the settlement related to
    other dealing in the Placing Shares, stamp duty or stamp duty reserve tax
    may be payable, for which neither Proteome Sciences nor DrKWS will be
    responsible. If this is the case, the Placee should take its own advice and
    notify DrKWS accordingly. In addition, Placees should note that they will be
    liable for any capital duty, stamp duty and all other stamp, issue,
    securities, transfer, registration, documentary or other duties or taxes
    (including any interest, fines or penalties relating thereto) payable
    outside the UK by them or any other person on the acquisition by them of any
    Placing Shares or the agreement by them to acquire any Placing Shares;

18. acknowledges that the Placing Shares will be issued subject to the terms and
    conditions of this Appendix;

19. acknowledges that when a Placee or any person acting on behalf of the Placee
    is dealing with DrKWS, any money held in an account with DrKWS on behalf of
    the Placee and/or any person acting on behalf of the Placee will not be
    treated as client money within the meaning of the relevant rules and
    regulations of the Financial Services Authority which therefore will not
    require DrKWS to segregate such money, as that money will be held by it
    under a banking relationship and not as trustee; and

20. acknowledges and understands that Proteome Sciences, DrKWS and others will
    rely upon the truth and accuracy of the foregoing representations,
    warranties and acknowledgements.

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