Material Transfer Agreement

Stem Cell Sciences plc
01 February 2007


1 February 2007

              Stem Cell Sciences signs Material Transfer Agreement
                     and Option to License Novel Technology
                  ("Stem Cell Sciences", "SCS" or "the Group")

Stem Cell Sciences plc (AIM: STEM), the global biotechnology company focused on
the commercialisation of stem cells and stem cell technologies in research and
novel cell-based therapies, is pleased to announce that it has signed a Material
Transfer Agreement ("MTA") and Option to License with AIM-listed Henderson
Morley plc (AIM: HML). This agreement allows Stem Cell Sciences (SCS) to explore
the use of Henderson Morley's (HM) novel L-particles and PREPS technology
("Technology") in the design of unique stem cell based assays.

Stem cell based assays provide enormous benefit for discovering novel
physiological processes, and are becoming an invaluable research tool for both
academic & commercial research. Success from proof of concept studies will be
followed by licensing of HM's Technology to SCS in a non-therapeutic field of
stem cells.

SCS will determine whether marked L-particles can be used in the design of
reporter assays using stem cells being differentiated into more specified cell
fates, such as neural, fat or bone cells. When successful, opportunities to
create a range of relevant and useful assays with long term revenue potential
may emerge. Being able to study normal physiology will be a major plus for the
assays developed.

Hugh Ilyine, VP & Chief Operating Officer of SCS plc commented: "SCS is a world
leading supplier of stem cell based technologies for the research and
bio-pharmaceutical industries. By adding to our stem cell a novel reporter gene
expression technology we will continue the development of competitive biological
discovery tools, and look forward to a fruitful working relationship with
Henderson Morley".

Andrew Knight, Chairman of Henderson Morley said: "We are pleased to announce
our first potential license using PREPS and L-particles, and are excited to be
working in this new ground breaking area with Stem Cell Sciences, a company
which has an international reputation of excellence in the field. The
possibility of modifying stem cells in a way that has not been possible to date
will be an important scientific milestone. This could provide an exciting near
term commercial opportunity for Henderson Morley, and we will continue to seek
more licensing partners using PREPS and L-particles as both drug delivery
vehicles and vaccine candidates."
                                     - Ends-

For further information, please contact:
Stem Cell Sciences plc
Peter Mountford, President and CEO                                 0131 662 9829
Hugh Ilyine, Vice President and Chief Operating Officer
Sue Furber, Director of Finance & Company Secretary

Weber Shandwick Financial
Louise Robson or James White                                       020 7067 0700

Notes to Editors

PREPS and L-particles

When grown in culture, alongside fully functioning viruses, herpes viruses
produce virus-like particles that completely lack DNA- a discovery made and
patented by the UK's Medical Research Council.

These particles have normal surface proteins, so consequently are able to enter
host cells in significant numbers as if they were a live virus. They are however
totally unable to cause infection due to their complete lack of DNA.

Due to the large genome of the parent virus, it is possible to engineer these
particles to express, and thus deliver intracellularly, large non native
proteins.

Henderson Morley now own all of the patents regarding PREPS and L-particles,
which cover all the major territories, and numerous papers regarding these
particles have been published in prestigious journals demonstrating the validity
of this approach.

Following the recent licensing agreements of ICVT, Henderson Morley is now
looking to commercialise PREPS and L-particles as vaccine candidates, protein
delivery vectors, in-vitro reagents and as immuno-therapeutics against a wide
range of targets.

About Stem Cell Sciences plc

Stem Cell Sciences plc (SCS, AIM: STEM) is a global biotechnology company,
established in Melbourne, Australia in 1994, providing products in the
burgeoning stem cell research and drug discovery markets, in addition to the
targeted development of cell-based therapies for neurodegenerative disease and
injury.

The Company has established a leading intellectual property (IP) and technology
portfolio that enables the commercial application of stem cells in drug
discovery, providing the Company with early-stage revenue streams and technology
development for at scale cell production of SCS cell-based therapeutics. SCS
principal focus is in neurological disease. Revenues in the neurotech market,
including pharmaceuticals, devices and diagnostics, grew 10% in 2005 to US$110
billion (Neurotech Insights, Volume 2/3 April 30 2006).

SCS operates as a group of independent operations with laboratories in Scotland,
Japan and Australia, each of which is affiliated with an academic centre of
excellence. These include the Institute of Stem Cell Research (ISCR), Edinburgh,
UK, RIKEN Centre for Development Biology, Kobe, Japan and the Australian Stem
Cell Centre, Melbourne, Australia.

SCS has four business units focused on key sustainable business strategies.

SC Proven(R) provides cell culture media (liquid formulations) and reagents that
enable the growth and differentiation of stem cells. The first commercially
available product, a novel, serum free, stem cell growth medium, has been
exclusively licensed for manufacture and marketing to Chemicon, part of
Millipore Corporation.

SC Licensing licenses SCS proprietary technologies, such as Internal Ribosome
Entry Site (IRES) and Stem Cell Selection, for application in laboratory-based
research and discovery. SCS has licensed technology to major pharmaceutical and
biotechnology companies including Pfizer, Sanofi Aventis, GSK, Deltagen Inc and
Lexicon Genetics Inc.

SC Services provides specialised stem cell production for basic research and
drug discovery, including high-throughput applications.

SC Therapies' goal is to develop safe and effective cell-based therapies for
currently incurable diseases. SCS is conducting preclinical evaluations of its
neural stem cell lines in a number of therapeutic applications. The first
preclinical programme being undertaken by SCS is in spinal cord injury repair.
Its Japanese affiliate SCS KK will conduct preclinical studies for the treatment
of Duchenne Muscular Dystrophy in 2007-8. 

For further information on the company please visit: www.stemcellsciences.com

Henderson Morley plc
Further information on Henderson Morley plc can be accessed through the
Company's website at www.henderson-morley.com




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