Replacement re: Acquisition

Proteome Sciences PLC
31 May 2002

The issuer advises that the following replaces the Proposed Acquisition
announcement released today, at 8:29, under RNS number 6998W.

The Announcement contained formatting errors that showed that Aventis R&T will
own (??14.8%??) of the share capital of Proteome Sciences. This should be 15.8%.

The full amended text appears below.


                             Proteome Sciences plc

                                 PRESS RELEASE

 PROTEOME SCIENCES ANNOUNCES PROPOSED ACQUISITION OF AVENTIS R AND T PROTEOMICS
                                    DIVISION


For Immediate Release                              31st May, 2002

The Board of Proteome Sciences plc (Proteome Sciences) is pleased to announce
that non-binding Heads of Agreement have been signed for the Company to acquire
Xzillion Proteomics GmbH & Co. KG (Xzillion) the proteomics division of Aventis
Research and Technologies GmbH & Co. KG (Aventis R&T).


Negotiations finalising the formal documentation are in progress, subject to an
exclusivity agreement between the parties and it is anticipated that completion
of the transaction will take place by the end of June. The consideration which
values Xzillion at £12.6m, will be satisfied by the issue of 18 million new
ordinary shares of 1p each in the Company, based on a price of 70p per share.
Following the issue of these shares, and the placing announced today, Aventis R&
T will own 15.8% of the enlarged share capital of Proteome Sciences.


Following completion Dr. Wolfgang Schuller, Chief Executive Officer of Aventis R
&T, will be invited to join the Board as a non executive director. At the time
of completion, it is expected that Xzillion will have cash holdings of £3.5m.
Xzillion has entered into a strategic research agreement with Aventis Pharma in
proteomics.


Xzillion owns a proprietary technology PST (Protein Sequence Tags) which offers
an exponential improvement in speed, sensitivity protein coverage, accuracy and
cost efficiency in the field of high throughput protein expression.


These integrated and automated technologies provide a unique way to discover
novel proteins as targets or markers or to identify the mode of action of drugs
and drugs targets. These are entirely complementary to Proteome Sciences
activities.


Christopher Pearce, Chief Executive of Proteome Sciences, said :


'The proposed acquisition of Xzillion provides Proteome Sciences with high
throughput capacity to add to our existing high sensitivity protein separation
and characterisation techniques. This takes us closer to drug discovery, drug
candidate selection and lead optimisation and consolidates Proteome Sciences'
position as a leader in proteomics in human diseases. The transaction should
accelerate the development and commercialisation of novel diagnostic, prognostic
and therapeutic applications'.


Dr. Wolfgang Schuller, CEO of Aventis R&T commented :


'The combination of Xzillion's technology position with Proteome Sciences's
position in patented differential protein expressions in disease offer
tremendous opportunities to the combined business in the market, that each stand
alone company would never achieve in a comparable time.'


For further information please contact:



Proteome Sciences plc                 Tel : [phone]

Christopher Pearce, Chief Executive   e-mail :  [e-mail]

www.proteome.co.uk


Public Relations for Proteome Sciences

Ikon Associates

Adrian Shaw              Tel : [phone]

                         Mobile : + 44(0) 797 9900733

                         e-mail : [e-mail]


Aventis Research &Technologies GmbH & Co KG

Dr. Wolfgang Schuller

Chief Executive

Industrial Park Hoechst

Building G865

65926 Frankfurt/M

Germany


Ulrich Auch                     Tel : [phone]


Notes to Editors

Proteome Sciences plc applies high sensitivity proteomics to identify and
characterise differential protein expression in diseases for diagnostic,
prognostic and therapeutic applications. It has to date developed sensitive
blood assays for stroke, nvCJD, BSE and solid organ transplantation.


The main focus of its research currently addresses neurological,
neurodegenerative, diabetes/obesity, oncology and cardiovascular conditions.
Commercialisation of these programmes will be effected through strategic
partnerships.


Proteome Sciences is also the largest shareholder in Intronn Inc., the US
Company that has developed SMaRTTM, a technology able to modify gene expression
at the mRNA level.




                      This information is provided by RNS
            The company news service from the London Stock Exchange