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Medeva PLC (MDV)

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Thursday 11 November, 1999

Medeva PLC

Proposed Merger with Celltech Chiroscience- Part 2

Medeva PLC
11 November 1999

Part 2
                                  APPENDIX I

             PRE-CONDITION AND CONDITIONS OF THE IMPLEMENTATION
                       OF THE SCHEME AND THE MERGER

1. The posting of documents will take place provided that the following       
pre-condition is satisfied or waived:

Celltech Chiroscience and Medeva both being satisfied, for the purposes of 
the Listing Rules, that the necessary financing facilities will be         
available following completion of the Merger to provide for the working    
capital requirements of the Enlarged Group.

Celltech Chiroscience and Medeva may together waive this pre-condition, in 
whole or in part.

2. The Merger is conditional upon the Scheme becoming unconditional and 
becoming effective by not later than 31 March 2000 or such later date as 
Celltech Chiroscience, Medeva and the Court may agree.

The Scheme will be conditional upon:

(a) approval of the Scheme by a majority in number representing three-
fourths in value of the holders of the Medeva Shares present and voting, 
either in person or by proxy, at the Medeva meeting convened by order of 
the Court;

(b) the resolutions required to approve and implement the Scheme being 
passed at an extraordinary general meeting of Medeva;

(c) any resolutions of Celltech Chiroscience Shareholders required in 
connection with the approval and implementation of the Scheme being 
passed at an extraordinary general meeting of Celltech Chiroscience (but 
for the avoidance of doubt, not including in any resolution to change the 
name of Celltech Chiroscience);

(d) the admission to the Official List of the New Celltech Chiroscience Shares
to be issued in connection with the Scheme becoming effective in accordance
with the Listing Rules or (if Celltech Chiroscience and Medeva so determine
and subject to the consent of the Panel) the London Stock Exchange agreeing to
admit such shares to the Official List; and

(e) the sanction (with or without modification) of the Scheme and confirmation
of any reduction of capital involved therein by the Court, an office copy of
the Order of the Court being delivered for registration to the Registrar of
Companies in England and Wales and registration of the Order confirming any
reduction of capital involved in the Scheme with the Registrar of Companies in
England and Wales.

3. The Merger will also be conditional upon (and accordingly the necessary
action to make the Scheme effective will not be taken unless the following
conditions are satisfied or waived as referred to below):

(a) it being established, in terms satisfactory to Celltech Chiroscience that
the Merger or any matter arising from the Merger will not be referred to the 
Competition Commission;

(b) no government or governmental, quasi-governmental, supranational, 
statutory or regulatory body or association, institution or agency (including
any trade agency) or any court or other body (including any professional or
environmental body) or person in any jurisdiction (a 'Third Party') having
decided to take, instituted or threatened any action, proceeding, suit,
investigation or enquiry or enacted, made or proposed and there not continuing
to be outstanding any statute, regulation, order or decision that would or
might be reasonably expected to:

(i) make the Merger or the acquisition or the proposed acquisition of 
any shares in, or control of, Medeva by any member of the Wider Celltech
Chiroscience Group void, unenforceable or illegal or directly or indirectly
restrict, restrain, prohibit or otherwise delay or interfere with the
implementation of, or impose additional conditions or obligations with respect
to, or otherwise challenge, the Merger or the acquisition of any shares in, or
control of, Medeva by Celltech Chiroscience in each case to an extent which is
material; 

(ii) as a result of the Merger require, prevent or delay the divestiture (or 
alter the terms of any proposed divestiture) by the Wider Celltech
Chiroscience Group or the Wider Medeva Group of all or any part of their
respective businesses, assets or properties or as a result of the Merger
impose any limitation on their ability to conduct all or any part of their
respective businesses and to own any of their respective assets or properties
in each case to an extent which is material in the context of the Wider
Celltech Chiroscience Group taken as a whole or, as the case may be, the Wider
Medeva Group taken as a whole;

(iii) impose any limitation on, or result in any delay in, the ability of any 
member of the Wider Celltech Chiroscience Group to acquire or hold or to
exercise effectively, directly or indirectly, all or any rights of ownership
of shares or other securities (or the equivalent) in, or to exercise
management control over, any member of the Wider Medeva Group or on the
ability of any member of the Wider Medeva Group to hold or exercise
effectively, directly or indirectly, all or any rights of ownership of shares
or other securities (or the equivalent) in, or to exercise management control
over, any other member of the Wider Medeva Group in each case to an extent
which is material in the context of the Wider Celltech Chiroscience Group 
taken as a whole or, as the case may be, the Wider Medeva Group taken as a
whole;

(iv) require any member of the Wider Celltech Chiroscience Group or of 
the Wider Medeva Group to offer to acquire any shares or other securities (or
the equivalent) in any member of the Wider Medeva Group or any member of the
Wider Celltech Chiroscience Group owned by any third party where such
acquisition would be material in the context of the Wider Celltech
Chiroscience Group taken as a whole or, as the case may be, the Wider Medeva
Group taken as a whole; 

(v) impose any limitation on the ability of any member of the Wider Celltech
Chiroscience Group or the Wider Medeva Group to integrate or co-ordinate its
business, or any part of it, with the businesses or any part of the businesses
of any other member of the Wider Celltech Chiroscience Group and/or the Wider
Medeva Group in each case in a manner which would be material in the context
of the Wider Celltech Chiroscience Group taken as a whole or, as the case may
be, the Wider Medeva Group taken as a whole;

(vi) result in any member of the Wider Celltech Chiroscience Group or 
of the Wider Medeva Group ceasing to be able to carry on business under any
name under which it presently does so, where such a result would be material
in the context of the Wider Celltech Chiroscience Group or the Wider Medeva
Group taken as a whole; or

(vii) otherwise adversely affect the business, assets, financial or trading 
position or profits or prospects of the Wider Medeva Group to an extent which
is material in the context of the Wider Medeva Group taken as a whole, 

and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute or threaten any such action, proceeding,
suit, investigation or enquiry having expired, lapsed or been terminated;

(c) all necessary filings having been made and all appropriate waiting periods
under any applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated in each case in respect of the Merger 
and the acquisition of any shares in, or control of, Medeva by Celltech 
Chiroscience and all authorisations, orders, grants, recognitions,
confirmations, licences, consents, clearances, permissions and approvals 
('authorisations') necessary in any jurisdiction for or in respect of the 
Merger and the proposed acquisition of any shares in, or control of, 
Medeva by Celltech Chiroscience being obtained in terms and in a form 
reasonably satisfactory to Celltech Chiroscience from appropriate Third 
Parties or from any persons or bodies with whom any member of the Wider
Celltech Chiroscience Group or the Wider Medeva Group has entered into
contractual arrangements and such authorisations together with all
authorisations necessary for any member of the Wider Medeva Group to carry on
its business remaining in full force and effect and no intimation of any
intention to revoke, suspend, restrict or modify or not to renew any of the
same having been made and all necessary statutory or regulatory obligations in
any jurisdiction having been complied with;

(d) save as disclosed to Celltech Chiroscience in writing before 10 November 
1999, there being no provision of any arrangement, agreement, licence or 
other instrument to which any member of the Wider Medeva Group is a party or
by or to which any such member or any of its assets may be bound or be subject
which, as a result of the making or implementation of the Merger or the
acquisition or proposed acquisition by any member of the Wider Celltech
Chiroscience Group of any shares in, or change in the control or management
of, Medeva or otherwise, would or might reasonably be expected to result in
(in each case to an extent which is materially adverse in the context of the
Wider Medeva Group taken as a whole):

(i) any monies borrowed by or any other indebtedness (actual or contingent) of
any such member becoming repayable or capable of being declared repayable
immediately or earlier than the stated repayment date or the ability of such
member to borrow monies or incur any indebtedness being withdrawn or inhibited
or any such arrangement, agreement, licence or other instrument being 
terminated or modified or any onerous obligation arising or any adverse action
being taken or arising thereunder;

(ii) the creation or enforcement 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 security interest (whether existing or having arisen)
becoming enforceable;

(iii) the interest or business of any such member in or with any other 
person, firm or company (or any arrangements relating to such interest or
business) being terminated or adversely affected;

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

(v) any assets or interest of any such member being or falling to be disposed
of or charged or any right arising under which any such asset or interest
could be required to be disposed of or charged otherwise than in the ordinary
course of business; or

(vi) the value of any such member or its financial or trading position or 
prospects being prejudiced or adversely affected; 

and no event having occurred which, under any provision of any arrangement,
agreement, licence or other instrument to which any member of the Wider Medeva
Group is a party or by or to which any such member or any of its assets may be
bound or be subject, could reasonably be expected to result in any events or
circumstances as are referred to in sub-paragraphs (i) to (vi) of this
paragraph (d) in any case where such result would be material in the context
of the Wider Medeva Group taken as a whole;

(e) except as disclosed in the annual report and accounts of Medeva for the 
year ended 31 December 1998 or as publicly announced to the London Stock
Exchange Company Announcements Office by or on behalf of Medeva or as
otherwise disclosed to Celltech Chiroscience in writing before 10 November
1999, no member of the Wider Medeva Group having since 31 December 1998:

(i) issued or agreed to issue or authorised the issue 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 save as
between Medeva and wholly-owned subsidiaries of Medeva prior to 10 November
1999 or upon the exercise of rights to subscribe for Medeva Shares pursuant to
options granted under the Medeva Share Option Schemes prior to 10 November
1999;

(ii) recommended, declared, paid or made any bonus, dividend or other
distribution, whether payable in cash or otherwise, other than a distribution
by any wholly-owned subsidiary of Medeva;

(iii) made or authorised any merger with, or demerger of, any body corporate
or acquired any assets or any right, title or interest in any assets where any
of the foregoing is material;

(iv) disposed of or transferred, mortgaged or charged, or created any 
other security interest over, any asset or any right, title or interest in 
any asset which is material otherwise than in the ordinary course of business;

(v) made or authorised any change in its share or loan capital;

(vi) issued or authorised the issue of any debentures or incurred or increased
any indebtedness or contingent liability to an extent which is material;

(vii) entered into, varied or terminated, or authorised the entry into, 
variation or termination of, any contract, commitment or arrangement (whether
in respect of capital expenditure or otherwise) which is outside the ordinary
course of business or which is of a long term, onerous or unusual nature or
magnitude or which involves or could involve an obligation of a nature or
magnitude which is material;

(viii) entered into any contract, commitment or arrangement which would 
be materially restrictive on the business of the Wider Medeva Group or the
Wider Celltech Chiroscience Group;

(ix) been unable, or admitted in writing that it is unable, to pay its debts 
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;

(x) taken any corporate action or had any legal proceedings started or 
threatened against it for its winding-up (voluntary or otherwise), dissolution
or reorganisation (or for any analogous proceedings or steps in any
jurisdiction) or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer (or for the appointment of
any analogous person in any jurisdiction) of all or any of its assets and
revenues;

(xi) waived or compromised any material claim;

(xii) entered into or varied or made any offer (which remains open for 
acceptance) to enter into or vary the terms of any service agreement with any
director or senior executive of Medeva (excluding, in the case of senior
executives who are not Directors of Medeva, normal annual reviews or changes
which are not material in relation to the service agreement in question);

(xiii) made or consented to any change to the terms of the trust deeds 
constituting the pension schemes established for its directors and/or
employees and/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, in each case which is material; or

(xiv) entered into any contract or commitment or passed any resolution in 
general meeting with respect to or proposed or announced any intention to
effect or propose any of the transactions, matters or events referred to in
this paragraph;

and for the purpose of this condition (except sub-paragraph (xii) above) 
'material' shall mean material in the context of the Wider Medeva Group taken
as a whole or the Wider Celltech Chiroscience Group taken as a whole, as the
case may be;

(f) since 31 December 1998 (except as disclosed in the annual report and 
accounts of Medeva for the year then ended or as publicly announced to the
London Stock Exchange Company Announcements Office by or on behalf of Medeva
on or before 10 November 1999 or in the case of (ii) or (iii) below otherwise
disclosed to Celltech Chiroscience on or before 10 November 1999):

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

(ii) no litigation, arbitration proceedings, prosecution or other legal 
proceedings having been threatened, announced, instituted or remaining
outstanding by, against or in respect of any member of the Wider Medeva Group
or to which any member of the Wider Medeva Group is a party (whether as
plaintiff or defendant or otherwise) and no investigation by any Third Party
or other investigative body against or in respect of any member of the Wider 
Medeva Group having been threatened, announced, instituted or remaining
outstanding by, against or in respect of any member of the Wider Medeva Group
which would or might reasonably be expected materially and adversely to affect
the Wider Medeva Group taken as a whole; and

(iii) no contingent or other liability having arisen which would or might 
be reasonably expected materially and adversely to affect the Wider Medeva
Group taken as a whole;

(g) Celltech Chiroscience not having discovered that:

(i) any financial, business or other information publicly disclosed at 
any time by any member of the Wider Medeva Group is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading which in any case is material and
adverse to the financial or trading position of the Wider Medeva Group taken
as a whole;

(ii) any member of the Wider Medeva Group is subject to any liability, 
contingent or otherwise, which is not disclosed in the annual report and
accounts of Medeva for the year ended 31 December 1998 which should have been
so disclosed and which is material in the context of the Wider Medeva Group
taken as a whole;

(iii) any past or present member of the Wider Medeva Group has not 
complied with all applicable legislation or regulations of any jurisdiction
with regard to the disposal, discharge, spillage, leak or emission of any
waste or hazardous or harmful substance or any substance likely to impair the
environment or harm human health or otherwise relating to environmental
matters, which non-compliance would be likely to give rise to any liability
(whether actual or contingent) or cost on the part of any member of the Wider
Medeva Group and which is material in the context of the Wider Medeva Group
taken as a whole; or

(iv) there is or is likely to be any liability (whether actual or contingent) 
to make good, repair, re-instate or clean up any property now or previously
owned, occupied or made use of by any past or present member of the Wider
Medeva Group under any environmental legislation, regulation, notice, circular
or order of any Third Party and which is material in the context of the Wider
Medeva Group taken as a whole.

(h) since 10 November 1999 there not having occurred or been discovered by 
Medeva any adverse change in the business, assets, financial or trading
position or profits or prospects of any member of the Wider Celltech
Chiroscience Group which is material in the context of the Wider Celltech 
Chiroscience Group taken as a whole.

4. Celltech Chiroscience reserves the right to waive all or any of the
conditions in paragraph 3(a)-(g) inclusive in whole or in part.  Medeva
reserves the right to waive the condition in paragraph 3(h).  The Merger will
not become effective unless all the above conditions are fulfilled (or if
capable of waiver) waived or, where appropriate, determined by Celltech
Chiroscience to have been or remain satisfied on the day following the day on
which all the conditions of the Scheme have been satisfied.  Celltech
Chiroscience shall be under no obligation to waive or treat as fulfilled any
of these conditions by a date earlier than the date specified above for the
fulfilment thereof notwithstanding that the other conditions of the Merger may
at such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such conditions may not
be capable of fulfilment. 

5. Medeva will waive condition (h) within three business days of the date on 
which it becomes aware of any circumstances which would cause such condition
not to be satisfied unless within such time Medeva has validly invoked
condition (h) so as to cause the Merger to lapse and, in all other
circumstances, condition (h) will be deemed to be waived or satisfied upon 
Celltech Chiroscience notifying Medeva that Celltech Chiroscience is not aware
that circumstances have arisen in respect of which condition (h) could be
validly invoked and that Celltech Chiroscience is ready to declare the Merger 
unconditional in all respects, other than condition (h).

6. Save with the consent of the Panel, the Merger will lapse and the Scheme
will not proceed if, before the date of the Medeva Shareholder's meeting
convened at the direction of the Court, the Merger is referred to the
Competition Commission.


As used in Appendix I:

'Wider Celltech Chiroscience Group' means Celltech Chiroscience and its
subsidiary undertakings, associated undertakings and any other undertakings 
in which Celltech Chiroscience and such undertakings (aggregating their
interests) have a substantial interest;

'Wider Medeva Group' means Medeva and its subsidiary undertakings, associated
undertakings and any other undertakings in which Medeva and such undertakings
(aggregating their interests) have a substantial interest; and

for these purposes 'subsidiary undertaking', 'associated undertaking' and 
'undertaking' have the meanings given by the Companies Act 1985 (but for this 
purposes ignoring paragraph 20(1)(b) of Schedule 4A to the Companies Act 1985)
and 'substantial interest' means a direct or indirect interest in 20 per cent.
or more of the equity capital of an undertaking.




                                   APPENDIX II

                        BASES AND SOURCES OF INFORMATION


(i) The value placed by the Merger on the whole of the issued share capital of
Medeva is based on 341,620,523 Medeva Shares in issue on 10 November 1999.

(ii) The percentage ownership of the Enlarged Group held by Celltech
Chiroscience Shareholders and Medeva Shareholders is based on 265,135,647 New
Celltech Chiroscience Shares in issue following the Merger, being the
aggregate of the 148,984,669 Celltech Chiroscience Shares in issue on 10
November 1999 and the 116,150,978 New Celltech Chiroscience Shares to be
issued to Medeva Shareholders pursuant to the Merger.  This assumes no
exercise of options under the Celltech Chiroscience Share Option Schemes or
the Medeva Share Option Schemes and no conversion of Celltech Chiroscience
Preference Shares.

(iii) The financial information relating to Medeva is extracted from its
audited annual report and accounts for the year ended 31 December 1998 and its
unaudited interim results for the six months ended 30 June 1999.

(iv) The financial information relating to Celltech Chiroscience is based on
the 12 months ended 30 September 1999 and is extracted from the unaudited
Second Interim Report.



                                  APPENDIX III

                                  DEFINITIONS

The following definitions apply throughout this document unless the context
requires otherwise:

'Board'                          board of directors 

'Celltech Chiroscience'          Celltech Chiroscience plc

'Celltech Chiroscience Group'    Celltech Chiroscience and its existing       
                                 subsidiary undertakings

'Celltech Chiroscience 
Share Option Schemes'            The Celltech Group 1993 Executive Share      
                                 Option Scheme, The Celltech Group Executive  
                                 Share Option Scheme, The Celltech Group 1993 
                                 Unapproved Share Option Scheme, The Celltech 
                                 Group Savings-Related Share Option Scheme,   
                                 The Celltech Group 1993 Savings-Related Share
                                 Option Scheme and the Chiroscience Group (No.
                                 1) Executive Share Option Scheme, The        
                                 Chiroscience Group (No. 2) Executive Share   
                                 Option Scheme, The Chiroscience 1997 All     
                                 Employee Share Option Scheme, The Darwin     
                                 Molecular Technologies Inc. 1993 Stock Option
                                 Plan and The Chiroscience Group Sharesave    
                                 Scheme, the Celltech Chiroscience Savings    
                                 Related Share Option Scheme 1999, the        
                                 Celltech Chiroscience Executive Share Option 
                                 Scheme 1999

'Celltech Chiroscience 
Shareholders'                    holders of Celltech Chiroscience Shares

'Celltech Chiroscience Shares'   ordinary shares of 50 pence each in the share
                                 capital of Celltech Chiroscience

'Celltech'                       Celltech plc

'Chiroscience'                   Chiroscience Group plc

'ChiroTech'                      Chirotech Technology Limited

'Closing Price'                  the closing middle-market quotation of a     
                                 Medeva Share or a Celltech Chiroscience      
                                 Share, as the case may be, as derived from   
                                 the Official List

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

'CREST'                          the computerised settlement system to        
                                 facilitate the transfer of title to shares in
                                 uncertificated form, operated by CRESTCo     
                                 Limited

'Directors'                      a director or the board of directors of      
                                 Celltech Chiroscience or Medeva, as the case 
                                 may be

'Enlarged Group'                 the Celltech Chiroscience Group as enlarged  
                                 by the Merger

'FDA'                            the Food and Drug Administration in the      
                                 United States 

'Flemings'                       Robert Fleming & Co. Limited

'Listing Particulars'            the listing particulars to be sent to        
                                 Celltech Chiroscience Shareholders and to    
                                 Medeva Shareholders relating to Celltech     
                                 Chiroscience and the New Celltech            
                                 Chiroscience Shares 

'Listing Rules'                  the rules of the London Stock Exchange

'Lazard'                         Lazard Brothers & Co., Limited

'London Stock Exchange'          London Stock Exchange Limited

'Merger'                         the proposed merger of Celltech Chiroscience 
                                 and Medeva to be effected by means of the    
                                 Scheme 

'Medeva'                         Medeva PLC

'Medeva ADRs'                    American Depositary Receipts evidencing      
                                 Medeva ADSs

'Medeva ADSs'                    American Depositary Shares each representing 
                                 four Medeva Shares 

'Medeva Group'                  Medeva and its existing subsidiary            
                                undertakings

'Medeva Shareholders'           holders of Medeva Shares

'Medeva Share Option Schemes'  Medeva PLC Executive Share Option Scheme, 
                               Medeva PLC 1996 Executive Share Option Scheme, 
                               Medeva PLC Senior Executive Share Option 
                               Scheme, Medeva PLC United States Executive 
                               Stock Option Plan, Medeva PLC European 
                               Executive Share Option Scheme and the Medeva 
                               PLC Sharesave Scheme

'Medeva Shares'                ordinary shares of 10 pence each in the share  
                               capital of Medeva

'New Celltech Chiroscience 
Shares'                        the new Celltech Chiroscience Shares proposed  
                               to be issued credited as fully paid pursuant to
                               the Merger

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

'Panel'                        the Panel on Takeovers and Mergers

'Rochester Business'           the products and manufacturing facility in 
                               Rochester, New York that Medeva acquired from 
                               RPR/Fisons in July 1996

'Scheme' or 'Scheme 
of Arrangement'                the proposed scheme of arrangement under       
                               Section 425 of the Companies Act 1985 between  
                               Medeva and Medeva Shareholders through which   
                               the Merger will be effected

'Second Interim Report'        the interim report of Celltech Chiroscience for
                               the twelve months ended 30 September 1999

'Securities Act'               The United States Securities Act of 1933, as 
                               amended

'subsidiary undertaking'       a subsidiary undertaking as that term is       
                               defined in Section 258 of the Companies Act    
                               1985

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

'United States' or 'US'        the United States of America, its territories  
                               and possessions, any state of the United States
                               and the District of Columbia, and all other    
                               areas subject to its jurisdiction


                                                                                                                                                                                              

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