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Xenova Group PLC (XEN)

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Friday 24 June, 2005

Xenova Group PLC

Offer by Celtic Part II

Xenova Group PLC
24 June 2005

                                    APPENDIX I
 
   CONDITIONS TO THE IMPLEMENTATION  AND OPERATION OF THE SCHEME




The Scheme will not become effective and the Acquisition will not be completed
unless all the conditions in this Appendix 1 have been satisfied (or, if capable
of waiver, waived) by the close of business (London time) on 20 September 2005,
or such later date as Xenova and Celtic Pharma may agree and the Court may
approve.



1.      The Scheme is conditional on:



(a)     The approval by a majority in number of the holders of Scheme Shares
present and voting at the Court Meeting, either in person or by proxy, or at any
adjournment of that meeting representing not less than three-fourths in value of
the Scheme Shares held by such holders;



(b)     The resolution required to approve and implement the Scheme set out in
the notice of Extraordinary General Meeting being passed by the requisite
majority at such Extraordinary General Meeting or at any adjournment of that
meeting; and



(c)     The sanction of the Scheme and confirmation of the reduction of capital
involved therein by the Court (in both cases with or without modifications, on
terms reasonably acceptable to Celtic Pharma) and an office copy of the Order of
the Court sanctioning the Scheme and confirming the cancellation of share
capital which forms part of it being delivered for registration to the Registrar
of Companies in England and Wales and being registered by him.



2.      Xenova and Celtic Pharma have agreed that, subject as stated in
paragraph 3 below, application to the Court to sanction the Scheme will not be
made unless conditions 1(a) and 1(b) have been fulfilled and unless immediately
prior to the hearing of the petition the following conditions are satisfied or
waived, as referred to below:



(a)     without limitation to condition (c) below, Celtic Pharma, not having
discovered or otherwise become aware that the Office of Fair Trading intends, or
is reasonably likely, to refer the Acquisition, or any matters arising
therefrom, to the Competition Commission pursuant to Section 33 of the
Enterprise Act 2002;



(b)     save as disclosed in Xenova's report and accounts for the year ended 31
December 2004, or as publicly announced by Xenova by the delivery of an
announcement to a Regulatory Information Service prior to the Announcement Date,
or as fairly disclosed in writing to Celtic Pharma prior to the Announcement
Date (such public announcements, disclosures or information being referred to in
these terms and conditions as being ''revealed''), there being no provision of
any agreement, authorisation, arrangement, franchise, consent, licence, permit
or other instrument to which any member of the Wider Xenova Group is a party or
by or to which any such member or any of its assets may be bound, entitled or
subject, which as a result of the Proposal or the Acquisition is reasonably
likely to result (in any case to an extent which is material in the context of
the Wider Xenova Group taken as a whole) in:



(i)         any monies borrowed by, or any other indebtedness, actual or
contingent, of or any grant available to, any such member being or becoming
repayable or capable of being declared repayable immediately or earlier than its
stated maturity date, or the ability of any such member to borrow monies or
incur any indebtedness being withdrawn, prohibited or inhibited or becoming
capable of being withdrawn, prohibited or inhibited;



(ii)        any such agreement, authorisation, arrangement, franchise, consent,
licence, permit or instrument or the rights, liabilities, obligations or
interests of any such member thereunder being or becoming capable of being
terminated or adversely modified or affected or any onerous obligation arising
or any adverse action being taken or arising or any obligation or liability
arising thereunder;



(iii)       the rights, liabilities, obligations, interests or business of any
such member in or with any other person, firm, company or body (or any
arrangements relating to such rights, liabilities, obligations, interests or
business) being terminated, modified or adversely affected;



(iv)       any material assets or interests of any such member being or failing
to be disposed of or charged or ceasing to be available to any such member or
any right arising under which any such asset or interest could be required to be
disposed of or charged or could cease to be available to any such member
otherwise than in the ordinary course of business;



(v)        the creation of any mortgage, charge or other security interest over
the whole or any part of the business, property or assets of any such member or
any such mortgage, charge or security (whenever created, arising or having
arisen) becoming enforceable;



(vi)       the financial or trading position of any member of the Wider Xenova
Group being materially prejudiced or adversely affected;



(vii)      the creation of any liabilities (actual or contingent) by any member
of the Wider Xenova Group;



(viii)      any such member ceasing to be able to carry on business under any
name under which it presently does;



(c)     no government, government department or governmental,
quasi-governmental, supranational, statutory, regulatory, environmental or
investigative body or authority (including, without limitation, any national
anti-trust or merger control authority), court, trade agency, professional body,
association, institution or any other body or person whatsoever in any
jurisdiction (each a ''Third Party'' and all collectively ''Third Parties'')
having instituted, implemented or threatened, or having decided to institute,
implement or threaten, any action, proceeding, suit, investigation, enquiry or
reference or having made, proposed or enacted any statute, regulation, order or
decision or taken any other steps which is reasonably likely to (in any case to
an extent which is material in the context of the Wider Xenova Group taken as a
whole), as the case may be:



(i)         make the Proposal or its implementation or the Acquisition void,
illegal and/or unenforceable under the laws of any relevant jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, challenge,
frustrate, delay or interfere with the same, or impose additional material
conditions or obligations with respect thereto, or otherwise require material
amendment to the Scheme or any such acquisition (including, without limitation,
taking any steps which would result in Celtic Pharma being required to dispose
of all or some of its Xenova Shares or restrict the ability of Celtic Pharma to
exercise voting rights in respect of some or all of such Xenova Shares);



(ii)        require, prevent or delay the divestiture, or alter the terms
envisaged for any proposed divestiture, by Celtic Pharma or any member of the
Wider Xenova Group of all or any material portion of their respective
businesses, assets or properties or impose any limitation on the ability of any
of them to conduct their respective businesses or to own any of their respective
assets or property to an extent which is material to Celtic Pharma or in the
context of the Wider Xenova Group taken as a whole, respectively;



(iii)       impose any limitation on, or result in a delay in, the ability of
Celtic Pharma or of any member of the Wider Xenova Group to acquire or hold or
exercise effectively, directly or indirectly, all or any rights of ownership in
respect of shares or other securities (or the equivalent) in any member of the
Wider Xenova Group or to exercise management control over any such member;



(iv)       otherwise adversely affect in any respect any or all of the
businesses, assets, profits or prospects of Celtic Pharma or any member of the
Wider Xenova Group respectively;



(v)        result in any member of the Wider Xenova Group ceasing to be able to
carry on business or impose any limitation on the ability of Celtic Pharma or
any member of the Wider Xenova Group to integrate or co-ordinate its business,
or any part of it, with the business of any member of the Wider Xenova Group or
Celtic Pharma;



(vi)       save pursuant to the Proposal, require Celtic Pharma or any member of
the Wider Xenova Group to offer to acquire any shares or other securities (or
the equivalent) in any member of the Wider Xenova Group owned by any third
party,



and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference under the laws of any
relevant jurisdiction or enact any such statute, regulation, order or decision
or take any steps having expired, lapsed or been terminated;



(d)     all material authorisations, orders, recognitions, grants,
determinations, consents, licences, confirmations, clearances, certificates,
permissions and approvals (each an ''Authorisation'') which are necessary in any
relevant jurisdiction for or in respect of the Proposal (including, without
limitation, its implementation) or the Acquisition or the carrying on by any
member of the Wider Xenova Group of its business having been obtained, in terms
and in a form reasonably satisfactory to Celtic Pharma from all appropriate
Third Parties or from any persons or bodies with whom any member of the Wider
Xenova Group has entered into contractual arrangements, in each case where the
absence of such Authorisation from such a person might have a material adverse
effect on the Wider Xenova Group taken as a whole and all such Authorisations
remaining in full force and effect and there being no notice or intimation of
any intention to revoke, withdraw, withhold, suspend, restrict, modify, amend or
not to renew any of the same;



(e)     all notifications and filings which are necessary having been made, all
appropriate waiting and other time periods (including any extensions of such
waiting and other time periods) under any applicable legislation or regulation
of any relevant jurisdiction having expired, lapsed or been terminated (as
appropriate) and all necessary statutory or regulatory obligations in any
relevant jurisdiction having been complied with in each case in connection with
the Proposal or the Acquisition where, in each case, the absence of such
compliance might have a material and adverse affect on the business of the Wider
Xenova Group taken as a whole;



(f)      no notification having been received from any relevant authority or
other person that any interests held by the Wider Xenova Group under licences,
patents, trademarks, leases and other rights in the UK and overseas will be
adversely affected (in any case to an extent which is material to the Wider
Xenova Group taken as a whole) by the Proposal or the Acquisition, or that such
licences, patents, trademarks, leases and other rights are no longer in full
force and effect, or that there is an intention to revoke any of the same;



(g)     save as revealed, and to the extent material in any case in the context
of the Wider Xenova Group taken as a whole, no member of the Wider Xenova Group
having:



(i)         (save as between Xenova and wholly-owned subsidiaries of Xenova, or
for options or warrants granted or in issue or on the exercise of rights to
subscribe for Xenova Shares pursuant to the exercise of options granted, or the
exercise of rights under the Xenova Share Option Schemes, in each case prior to
the Announcement Date) issued, agreed to issue, authorised or proposed the issue
or grant of additional shares of any class, or securities convertible into, or
rights, warrants or options to subscribe for, or acquire, any such shares or
convertible securities or redeemed, purchased or reduced or announced any
proposal to redeem, purchase or reduce any part of its share capital;



(ii)        recommended, declared, paid or made or proposed to declare, pay or
make any bonus, dividend or other distribution whether payable in cash or
otherwise other than to Xenova or wholly-owned subsidiaries of Xenova;



(iii)       (save for transactions between Xenova and wholly owned subsidiaries
of Xenova) merged with or demerged any body corporate or acquired or disposed of
or transferred, mortgaged or charged or created any security interest over any
assets or any rights, title or interest in any asset (including shares and trade
investments), or authorised or proposed or announced any intention to propose
any merger, demerger, acquisition, disposal, transfer, mortgage, charge or the
creation of any security interest over the same (other than in the ordinary
course of business) or entered into any licence in respect of or disposal of or
granted to any third party any right in respect of any intellectual property
right that is material in the context of the Wider Xenova Group taken as a
whole;



(iv)       (save as between Xenova and wholly-owned subsidiaries of Xenova)
authorised or proposed, or announced an intention to propose, any change in its
share or loan capital including the purchase of any of its own shares;



(v)        issued, authorised or proposed the issue of or made any change in or
to any debentures or incurred or increased any indebtedness or become subject to
a liability (actual or contingent) which in any case is outside the ordinary
course of business and material in the context of the Wider Xenova Group taken
as a whole;



(vi)       entered into, implemented, effected, varied, authorised or proposed
any contract, reconstruction, amalgamation, scheme, commitment, merger, demerger
or other transaction or arrangement or waived or compromised any claim in
respect of itself or another member of the Wider Xenova Group, in each case
otherwise than in the ordinary course of business, which in any case is material
in the context of the Wider Xenova Group taken as whole;



(vii)      terminated or varied the terms of any agreement or arrangement
between any member of the Wider Xenova Group and any other person in a manner
which is reasonably likely to have a material adverse effect on the financial
position of the Wider Xenova Group;



(viii)      proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Wider Xenova Group
which, taken as a whole, are material in the context of the Wider Xenova Group
taken as a whole;



(ix)       entered into, varied, or authorised any agreement, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which:



(A)    is of a long term, onerous or unusual nature or magnitude or which is or
could involve an obligation of such nature or magnitude; or



(B)    is other than in the ordinary course of business,



and which in any such case is material in the context of the Wider Xenova Group
taken as a whole;



(x)        entered into or changed the terms of any contract, agreement or
arrangement with any director of any member of the Wider Xenova Group;



(xi)       taken any corporate action or had any legal proceedings instituted or
threatened against it or petition presented or order made for its winding-up
(voluntarily or otherwise), dissolution or reorganisation or for the appointment
of a receiver, trustee, administrator, administrative receiver or similar
officer of all or any material part of its assets and revenues or any analogous
or equivalent steps or proceedings in or under the laws of any jurisdiction
having occurred or there having been appointed any analogous person in any
jurisdiction which in any case is material in the context of the Wider Xenova
Group taken as a whole;



(xii)      been unable, or admitted in writing that it is unable, to pay its
debts generally or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business in any case which is or
would be material in the context of the Wider Xenova Group taken as a whole;



(xiii)      made any material alteration to its memorandum or articles of
association;



(xiv)     entered into any agreement, contract, commitment or arrangement which
consents to or results in the restriction of the scope of the business of any
member of the Wider Xenova Group and which, in any such case, is material in the
context of the Wider Xenova Group;



(xv)      made or consented to any significant change to the terms of the trust
deeds constituting pension schemes established for its directors and/or
employers or their dependants or to the benefits which accrue or to the pensions
which are payable thereunder or to the basis on which qualification for or
accrual or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to any change to
the trustees involving the appointment of a corporation which would be material
in the context of the Wider Xenova Group taken as a whole;



(xvi)     entered into any agreement, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) to enter into
any agreement, commitment or arrangement or proposed or announced any intention
with respect to any of the transactions, matters or events referred to in this
condition (g);



(h)     save as revealed and to the extent material in any case in the context
of the Wider Xenova Group taken as a whole:



(i)         no material adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of any
member of the Wider Xenova Group;



(ii)        no claim being made, and no circumstance having arisen which might
lead to a claim being made, under the insurance of any member of the Wider
Xenova Group which might have a material adverse effect on the Wider Xenova
Group;



(iii)       no litigation, arbitration proceedings, prosecution or other legal
proceedings or investigation having been instituted, announced, implemented or
threatened by or against or remaining outstanding against any member of the
Wider Xenova Group or to which any member of the Wider Xenova Group is or may
become a party (whether as claimant, defendant or otherwise);



(iv)       no contingent or other liability of any member of the Wider Xenova
Group having arisen or become apparent or increased which in any such case might
reasonably be expected materially and adversely to affect any member of the
Wider Xenova Group;



(v)        (other than as a result of the Proposal) no enquiry or investigation
by, or complaint or reference to, any Third Party having been threatened,
announced, implemented, instituted by or against or remaining outstanding
against or in respect of any member of the Wider Xenova Group which in any such
case is material and adverse in the context of the Wider Xenova Group taken as a
whole;



(i)      Celtic Pharma not having discovered after 7.00 a.m. on the Announcement
Date:



(i)         that any financial or business or other information publicly
announced at any time by or on behalf of any member of the Wider Xenova Group is
misleading or contains a misrepresentation of any fact or omits to state a fact
necessary to make the information contained therein not misleading (and which
was not subsequently corrected before the date of this announcement by
disclosure either publicly or otherwise fairly in writing to Celtic Pharma) in
each case to an extent that the effect of the inaccuracy or misrepresentation of
fact or omission is material in the context of the Acquisition;



(ii)        that any member of the Wider Xenova Group is subject to any
liability (contingent or otherwise) which has not been revealed and which is
material in the context of the Wider Xenova Group taken as a whole;



(iii)       any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Xenova Group to
an extent which is material and adverse in the context of the Wider Xenova Group
taken as a whole; and



(j)      Celtic Pharma not having discovered  that to an extent material in any
case in the context of the Wider Xenova Group taken as a whole:



(i)         either (i) any member of the Wider Xenova Group; (ii) any person in
which any member of the Wider Xenova Group may have or have had an interest; or
(iii) any former member or predecessor in business of any member of the Wider
Xenova Group (where the liability of such former member or predecessor in
business is or is likely to be enforced against any member of the Wider Xenova
Group), has not complied with all applicable legislation or regulations of any
applicable jurisdiction, all obligations in permits with regard to, and all
contractual provisions relating to, the protection of the environment including
relating to the storage, carriage, disposal, discharge, spillage or leak of
waste or disposal or emission of any hazardous substance or any substance likely
to impair the environment or harm human health which non-compliance would be
likely to give rise to any material liability or cost (whether actual or
contingent) on the part of any member of the Wider Xenova Group or Celtic
Pharma;



(ii)        there is or is likely to be any material liability or requirement
(whether actual or contingent) under any applicable legislation or regulations
or contract to which any member of the Wider Xenova Group is party to make good,
repair, re-instate or clean up, or restore or provide after-care in respect of,
or pay for or make contributions towards the same, any land or water or other
asset owned, occupied, managed or made use of at any time by (i) any member of
the Wider Xenova Group; (ii) any person in which any member of the Wider Xenova
Group may have or have had an interest; or (iii) any former member or
predecessor in business of any member of the Wider Xenova Group (where the
liability of such former member or predecessor in business is likely to be
enforced against any member of the Wider Xenova Group), or land or water lying
near such land or water for which any member of the Wider Xenova Group is or
could be held responsible under any applicable legislation or regulations or
contract that would result in a material liability on the part of any member of
the Wider Xenova Group or in which such member, person, former member or
predecessor in business (where the liability of such former member or
predecessor in business is likely to be enforced against any member of the Wider
Xenova Group) may have an interest under any such contract or any environmental
legislation, regulation, requirement, decision or order of any Third Party.



3.      Certain further terms of the Scheme



Celtic Pharma reserves the right to waive, in whole or in part, all or any of
the above conditions except condition 1. The Scheme will not become effective
and the Offer will not be completed unless the conditions set out above are
fulfilled or satisfied or, if capable of waiver, waived by Celtic Pharma or,
where appropriate, have been determined by Celtic Pharma to be or to remain
satisfied no later than 3.00 p.m. on 20 September 2005, or such later date as
Xenova and Celtic Pharma may agree and the Court may approve.



Each of conditions 2(a) to (j) shall be regarded as a separate condition and
shall not be limited by reference to any other condition.



Celtic Pharma shall be under no obligation to waive or treat as fulfilled any of
conditions 2(a) to (j) (inclusive) by a date earlier than the date specified
above for the fulfilment thereof notwithstanding that the other conditions of
the implementation of the Scheme may at such earlier date have been fulfilled
and that there are at such earlier date no circumstances indicating that any of
such conditions may not be capable of fulfilment.



The Scheme is governed by English law and is subject to the jurisdiction of the
Courts of England and Wales. The rules of the City Code, so far as they are
appropriate, apply to the Scheme.



The Scheme will not become effective and the Acquisition will not be completed
if, before the date of the Court Meeting, the Acquisition is referred to the
Competition Commission. In such circumstances the Scheme will be withdrawn and
will lapse.



4.         The Cash and Secured Loan Note Alternative and the Cash Alternative



(a)        The Cash and Secured Loan Note Alternative and the Cash Alternative
are conditional upon the  Scheme becoming effective.



(b)        Further details of the Cash and Secured Loan Note Alternative and the
Cash Alternative will be set out in the Scheme Document.



5.         Bases and Sources



(a)        The market value of a Xenova Share of 3.875 pence is based on the
Closing Price per Xenova Share, as derived from the Daily Official List on 23
June 2005, being the latest practicable date prior to publication of this
announcement.



(b)        The value of the whole of the issued ordinary share capital of Xenova
is based upon 431,547,821 Xenova Shares in issue as published on 23 June 2005.



(c)        For the purposes of the financial comparisons contained in this
announcement, no account has been taken of any liability to taxation.



                                    APPENDIX II
  
                                    DEFINITIONS



The following definitions have the following meanings in this announcement,
unless the context requires otherwise:


'ADS Depositary'                      The Bank of New York, as depositary under the Depositary Agreement;

'Acquisition'                         the acquisition or proposed acquisition by Celtic Pharma of Xenova Shares
                                      pursuant to the Scheme, details of which are set out in this announcement
                                      and will be set out in the Scheme Document, or of control or management
                                      of Xenova and any matters arising therefrom;

'Announcement Date'                   24 June 2005;

'Australia'                           the Commonwealth of Australia, its states, territories and possessions;

'Broadview'                           Broadview, a division of Jefferies International Ltd;

'Business Day'                        a day (other than Saturdays, Sundays and UK Public Holidays) on which
                                      banks are open for business (other than solely for trading and settlement
                                      in Euros) in the City of London;

'Canada'                              Canada, its provinces and territories and all areas subject to its
                                      jurisdiction and any political sub-division of such territories and
                                      areas;

'Cash Alternative'                    the alternative whereby holders of Scheme Shares may, on the basis set
                                      out in this announcement, elect to receive cash in lieu of all but not
                                      some of the Secured Loan Notes to which they would otherwise be entitled
                                      pursuant to the Secured Loan Note Offer;

'Cash and Secured Loan Note           the alternative whereby holders of Scheme Shares may, on the basis set
Alternative'                          out in this announcement elect to receive Secured Loan Notes in lieu of
                                      all but not some of the Secured Loan Notes to which they would otherwise
                                      be entitled pursuant to the Secured Loan Note Offer;

'Celtic Pharma'                       Celtic Pharma Development UK PLC, registered in England and Wales with
                                      number 5481475;

'Celtic Pharma Directors'             The board of directors of Celtic Pharma;

'Celtic Pharma Group'                 Celtic Pharmaceutical Holdings L.P. and its subsidiaries and subsidiary
                                      undertakings;

'Celtic Pharma Holdings'              Celtic Pharmaceutical Holdings L.P., a limited partnership formed under
                                      the laws of Bermuda;

'Celtic X'                            Celtic X Ltd., a company registered in Malta with number C36429;

'Celtic Pharma Capital'               Celtic Pharma Capital Ltd., a company registered in Malta with number
                                      35991;

'Celtic X Licensee'                   Celtic X Licensee Ltd., a company registered in Malta with number C36431;

'certificated' or in 'certificated    a share which is not in uncertificated form (that is, not held in CREST);
form'

'City Code'                           the City Code on Takeovers and Mergers;

'Closing Price'                       the closing middle market price of a Xenova Share, as derived from the
                                      Daily Official List on any particular day;
'Companies Act' or 'Act'              the Companies Act 1985 (as amended);
'Compound Interest'                   a rate of interest of 15 per cent. per annum compounded annually on the
                                      principal amount of the Secured Loan Notes outstanding accruing from the
                                      date of issue of the Secured Loan Notes on a daily basis and on the basis
                                      of a 360 day year;

'Conditions'                          the conditions to the implementation of the Scheme and the Acquisition
                                      set out in Appendix I to this announcement and 'Condition' means any one
                                      of them;

'Court'                               the High Court of Justice in England and Wales;

'Court Hearing'                       the hearing of the Court of the petition to sanction the Scheme and
                                      confirm the reduction of capital provided for by the Scheme;

'Court Meeting                        the meeting of holders of Scheme Shares (and any adjournment thereof) to
                                      be convened pursuant to an Order of the Court pursuant to section 425 of
                                      the Act for the purpose of considering and, if thought fit, approving the
                                      Scheme (with or without amendment) of which notice will be set out in the
                                      Scheme Document;

'Court Order'                         the order of the Court granted at the Court Hearing sanctioning the
                                      Scheme under section 425 of the Act and confirming the reduction of
                                      capital provided for by the Scheme under section 137 of the Act;

'Daily Official List'                 the Daily Official List of the London Stock Exchange;

'dealing day'                         a day on which dealings in domestic securities may take place on, and
                                      with the authority of, the London Stock Exchange;

'Deposit Agreement'                   the deposit agreement dated July 14, 1994 by and among Xenova, the ADS
                                      Depositary and the holders from time to time of the Xenova ADSs issued
                                      under it;

'Exchange Date'                       the date on which, in accordance with the terms of the Secured Loan Note
                                      Instrument, Pharmaceutical Investment Notes are issued to Noteholders who
                                      have elected to receive them or, in the event that Celtic Pharma notifies
                                      Noteholders that it is unable to make Pharmaceutical Investment Notes
                                      available to Noteholders, the date on which cash is paid to those
                                      Noteholders who have notified Celtic Pharma that they wish to receive
                                      cash in exchange for their Loan Notes or, if earlier, the date on which
                                      payment is made to Noteholders in respect of their Secured Loan Notes
                                      following the exercise of the Loan Note Call Option;

'Extraordinary General Meeting' or    the extraordinary general meeting of holders of Scheme Shares and
'EGM'                                 Securityholders of which notice is set out in the Scheme Document;

'FSA'                                 the Financial Services Authority;

'FSMA'                                the Financial Services and Markets Act 2000 (as amended);

'Hearing Date'                        the date on which the Court sanctions the Scheme and confirms the
                                      reduction of capital which forms part of it;

'holder'                              includes any person entitled by transmission;

'Implementation Agreement'            the implementation agreement entered into on the Announcement Date
                                      between Xenova and Celtic Pharma relating to the implementation of the
                                      Scheme;

'Directors'                           the Xenova Directors other than John Waterfall;

'Investment Company Act'              United States Investment Company Act of 1940;

'Japan'                               Japan, its cities, prefectures, territories and possessions;

'Lazard'                              Lazard & Co., Limited;

'License Agreement'                   the license agreement entered into between Xenova, Xenova Limited and
                                      Celtic X Licensee Ltd on the Announcement Date;

'Listing Rules'                       the listing rules of the FSA in its capacity as the competent authority
                                      under Part VI of FSMA;

'Loan Note Call Option'               the call option pursuant to which Celtic Pharma will be entitled to
                                      require Noteholders to transfer their Secured Loan Notes in consideration
                                      for the payment of an amount equal to their nominal value and Compound
                                      Interest accrued up to but not including the date of transfer;

'London Stock Exchange'               London Stock Exchange plc;

'Long Stop Date'                      the date which is 24 months after the date on which the Secured Loan
                                      Notes are issued pursuant to the Scheme;

'Meetings'                            the Court Meeting and the Extraordinary General Meeting;

'NASDAQ'                              the NASDAQ Stock Market;

'new Xenova Shares'                   new Xenova Shares to be created and issued fully paid to Celtic Pharma
                                      pursuant to the Scheme which after their issue will rank pari passu in
                                      all respects with the existing Xenova Shares;

'Noteholder'                          a registered holder of Secured Loan Notes;

'Note Programme'                      the Pharmaceutical Investment Note programme pursuant to which Celtic
                                      Pharma Capital may issue Pharmaceutical Investment Notes or other debt
                                      obligations as more particularly described in paragraph 8 of this
                                      announcement;

'Offer Period'                        the period commencing on the Announcement Date and ending on the Scheme
                                      Effective Date;

'Official List'                       the list maintained by the FSA in accordance with section 74(1) of FSMA
                                      for the purposes of Part VI of FSMA;

'Panel'                               the Panel on Takeovers and Mergers;

'Pharmaceutical Investment            a registered holder of Pharmaceutical Investment Notes;
Noteholder'

'Pharmaceutical Investment Notes'     the Secured Loan Stock 2011 to be issued by Celtic Pharma Capital, Celtic
                                      Pharma or an Affiliate of either of them on terms no less favourable than
                                      the terms of the Loan Notes save in respect of: (i) the exchangeability
                                      of such Loan Notes and the mechanics related thereto; (ii) the ability of
                                      the issuer thereof to effect compulsory transfer to comply with the
                                      Investment Company Act and (iii) a guarantee;

'Pharmaceutical Investment Terms'     the terms of the Pharmaceutical Investment Notes and upon which they are
                                      made available to Noteholders;

'pounds sterling' or '£'              the lawful currency of the United Kingdom;

'Proposal'                            the proposal for Xenova to become a wholly-owned subsidiary of Celtic
                                      Pharma pursuant to the Scheme, details of which are set out in this
                                      announcement and will be set out in the Scheme Document and other related
                                      matters to be considered at the Meetings;

'Registrars'                          Computershare Investor Services PLC,  P.O. Box 82, The Pavilions,
                                      Bridgwater Road, Bristol BS99 7NH, United Kingdom;

'Regulated Market'                    shall have the meaning ascribed to it in Article 1(13) of Directive 93/22
                                      /EEC of 10 May 1993 on investment services in the securities field;

'Regulations'                         the Uncertificated Securities Regulations 2001 (SI 2001/3272);

'Regulatory Information Service'      any information service authorised from time to time by the UKLA for the
                                      purposes of dissemination of regulatory announcements required by the
                                      Listing Rule and as set out in schedule 12 of the Listing Rule;

'Resolutions'                         the resolution to be proposed at the Court Meeting and the special
                                      resolution to be proposed at the EGM;

'Restricted Jurisdiction'             a jurisdiction in which an offer of Secured Loan Notes would constitute a
                                      violation of relevant laws or regulations or require registration of the
                                      Secured Loan Notes;

'Restricted Overseas Persons'         a person (including an individual, partnership, incorporated syndicate,
                                      incorporated association, trust, trustee, executor, administrator or
                                      other legal representative) residing in or resident in Canada, Australia,
                                      Japan or any Restricted Jurisdiction or any person who is deemed to be a
                                      Restricted Overseas Person in accordance with the Scheme;

'Scheme' or 'Scheme of Arrangement'   the scheme of arrangement under section 425 of the Act between Xenova and
                                      the holders of Scheme Shares, with or subject to any modification thereof
                                      or addition thereto or condition agreed by Xenova and Celtic Pharma and
                                      which the Court may think fit to approve or impose;

'Scheme Document'                     the document to be despatched to Xenova Securityholders, and for
                                      information purposes only, to Xenova Optionholders and Xenova
                                      Warrantholders containing details of the Scheme;

'Scheme Effective Date'               the date on which the Scheme becomes effective in accordance with its
                                      terms;
'Scheme Record Time'                  the close of business on the Business Day immediately preceding the
                                      Scheme Effective Date;
'Scheme Shares'                       the Xenova Shares (including those represented by Xenova ADSs) in issue
                                      at the date of the issue of the Scheme Document and any Xenova Shares
                                      issued:

                                      (i)   after the date of the Scheme Document and prior to the Voting
                                      Record Time; or

                                      (ii)  at or after the Voting Record Time and before the close of business
                                      on the Business Day preceding the Hearing Date on terms that the holder
                                      thereof shall be bound by the Scheme or, in the case of any such shares
                                      issued prior to the adoption of the amendment of the articles of
                                      association set out in the notice of the Extraordinary General Meeting,
                                      in respect of which the original or any subsequent holder thereof is or
                                      shall have agreed in writing to be bound by the Scheme;
'SEC'                                 the US Securities and Exchange Commission;

'Secured Loan Notes'                  the US Dollar denominated  15% Secured Loan Notes 2011 of Celtic Pharma
                                      to be constituted by the Secured Loan Note Instrument;

'Secured Loan Note Instrument'        the instrument constituting the Secured Loan Notes;

'Secured Loan Note Offer'             the arrangement whereby Secured Loan Notes are being made available to
                                      holders of Scheme Shares (other than certain Restricted Overseas Persons)
                                      pursuant to the Proposal;

'Security Trustee'                    the security trustee to be appointed under the debentures entered into
                                      pursuant to respectively the Secured Loan Note Instrument and the
                                      Pharmaceutical  Investment Note Instrument (if entered into);

'Series'                              Pharmaceutical  Investment Notes which are (i) expressed to be
                                      consolidated and form a single series and (ii) identical in all respects
                                      (including as to listing) except for the respective issue dates and/or
                                      issue prices.  Subsequent Series of Pharmaceutical  Investment Notes will
                                      be issued either (i) in exchange for other notes, whether issued by
                                      Celtic Pharma or another affiliate of Celtic Pharma Capital, upon the
                                      assignment of any security for those obligations and the giving of any
                                      other consideration to Celtic Pharma Capital or (ii) directly to holders;

'significant interest'                a direct or indirect interest on 20 per cent. or more of the total voting
                                      rights conferred by the equity capital of an undertaking;

'subsidiary', 'subsidiary             shall be construed in accordance with the Act (but for this purpose
undertaking', 'associate undertaking' ignoring paragraph 20(1)(b) of Schedule 4A of the Act);
and 'undertaking'

'uncertificated' or in                recorded on the relevant register as being held in uncertificated form in
'uncertificated form'                 CREST and title to which by virtue of the Regulations, may be transferred
                                      by means of CREST;

'US Person'                           a US person as defined in Regulation S under the US Securities Act;

'US Securities Act                    the United States Securities Act of 1933, as amended, and the rules and
                                      regulations promulgated thereunder;

'UK'                                  the United Kingdom of Great Britain and Northern Ireland;


'UKLA'                                the UK Listing Authority, being the FSA acting its capacity as the
                                      competition authority for the purposes of Part VI of the FSMA;

'United States' or 'US'               the United States of America (including the States and the District of
                                      Columbia), its territories, its possessions and other areas subject to
                                      its jurisdiction;

'US$' or 'US Dollars'                 the lawful currency of the United States of America;

'Voting Record Time'                  the voting record time for the Scheme;

'Wider Xenova Group'                  Xenova or any of its subsidiaries or subsidiary undertakings or any joint
                                      venture, partnership, firm or company in which any of them has a
                                      significant interest;

'Xenova'                              Xenova Group plc;

'Xenova ADR'                          an American Depositary Receipt evidencing title to one or more Xenova
                                      ADSs;

'Xenova ADSs'                         American Depository Shares, each representing ten Xenova Shares,  issued
                                      by the ADS Depositary in accordance with the Deposit Agreement;

'Xenova Articles'                     the current articles of association of Xenova;

'Xenova Awardholders'                 the holders of awards under the Xenova Share Plan;

'Xenova Directors' or 'Directors'     Dr John Frederick Waterfall, Mr Daniel Abrams, Mr David Aufrere Oxlade,
                                      Dr Michael Young, Mr John Leonard Rennocks, Mr John Benard Haysom
                                      Jackson, Mr Peter Lewis Gillett, Mr Thomas Ronald Irwin and Professor
                                      Adrian Lewellyn Harris;

'Xenova Group'                        Xenova and its subsidiaries and its subsidiary undertakings or any one of
                                      them as the context may require;

'Xenova Shares'                       ordinary shares of 1 pence each in Xenova;

'Xenova Optionholders'                the holders of options under the Xenova Share Option Schemes;

'Xenova Share Option Schemes'         the Xenova Limited 1988 Share Option Scheme, the Xenova Group 1992 Share
                                      Option Scheme, the Xenova Group 1996 Share Option Scheme, and the Xenova
                                      Group 1996 Savings Related Share Option Plan;

'Xenova Share Plan'                   the Xenova Deferred Share Bonus Plan;

'Xenova Shareholders' or              registered holders of Xenova Shares including The Bank of New York in its
'Shareholders'                        capacity as the Depositary under the Depositary Agreements;

'Xenova Securityholders'              Xenova Shareholders and/or holders of Xenova ADSs;

'Xenova Warrantholders'               registered holders of Xenova Warrants;

'Xenova Warrants'                     the 56,259,429 registered equity warrants each entitling the holder
                                      thereof to subscribe for 1 Xenova Share at a price of 12.5p per Xenova
                                      Share.


Notes to Editors



Celtic Pharma is a unique global private equity firm focused on the pharmaceutical industry. Celtic Pharma is based in 
Bermuda, and also maintains offices in New York and London. The Company was founded by its two Managing General 
Partners, Stephen Evans-Freke and John Mayo. Celtic Pharma is seeking to acquire late stage pharmaceutical programmes, 
and entities that are in pursuit of the necessary resources for such projects and are attracted to Celtic Pharma's model
of a broadly diversified, late stage development platform are invited to make contact. Further information can be found 
on the company website at www.celticpharma.com 

 

Details of the team at Celtic Pharma follows below: 

 

Stephen Evans-Freke, Managing General Partner

Stephen Evans-Freke was the Founder, Chairman and CEO of SUGEN, Inc., until its sale for $720mm to Pharmacia in 1999. He
also co-founded Selectide Corporation, Fibrogen Inc., Royalty Pharma AG, and other successful biotechnology companies. 
He is also a former Managing Director and Board Member of Painewebber, Inc. where he was the lead investment banker to 
Genentech, Amgen, Centocor and other leading biotechnology companies for which he established and managed over $600 
million of successful investment partnerships to fund product development.

 

John Mayo, Managing General Partner

John Mayo is a former Director of S.G Warburg, the leading London Investment Bank, and investment banker to Burroughs 
Wellcome, ICI and many other UK and Irish companies. He directed the spin-off of ICI's Life Sciences Operations as 
Zeneca Group plc and thereafter served as Zeneca's Finance Director from 1992 to 1997, during which time its market 
value increased from £6bn to £24bn. He also managed the tax free spin-off of the defence business of GEC to its 
shareholders (and its simultaneous merger with BAe Systems plc) as its Finance Director, prior to becoming Finance 
Director and then Deputy CEO of the remaining communications business, Marconi plc.

 

Dr. Radomir Julina, Managing Director

Dr Radomir Julina was a co-founder and Head of Commercial Operations and Performance Planning at Protodigm Ltd., 
Hoffman-La Roche's Virtual Pharma venture. Prior to joining Protodigm he was the Head of New Molecular Entity Planning, 
Pharma Operations at Hoffman-La Roche, Inc.

 

Dr. Stephen Parker, Managing Director

Dr Stephen Parker was the Finance Director of Oxford GlycoSciences Plc prior to its takeover by Celltech plc and a 
former Life Sciences Banker at SBC Warburg.

 

Averill Powers, Managing Director

Averill Powers was a General Counsel of JP Morgan's Investment Banking and Private Equity Divisions in Europe and a 
former Davis Polk & Wardwell Attorney in New York and Hong Kong.

 

Lisa Rhoads, Business Strategy and Intellectual Property

Lisa Rhoads was a Senior Director of Consumer Marketing at the Pharmaceutical Division of Bristol-Myers Squibb and a 
former BDN Consultant who advised on commercial and marketing strategy to all J&J and BMS Companies around the world.

 

Ellen Lubman, Associate

Ellen Lubman was a biotechnology analyst at Robertson Stephens and formerly worked at Roche, Amgen and Genentech.

 

Andrew Sayre, Associate 

Andrew Sayre was a life sciences analyst at Credit Suisse First Boston who has extensive experience in financial 
modeling and decision support in the pharmaceutical industry.

 

Kathy Armstrong, Investor Relations Manager

Kathy Armstrong was a Marketing and Investment Service Manager at Harbor Capital Management and most recently a member 
of Pfizer's marketing team.

 






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