Preview | Letter of Transmittal |

THIS DOCUMENT AND THE OFFER DOCUMENT ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended immediately to seek your own financial advice from your stockbroker, attorney, accountant or other independent financial adviser.

If you have sold or otherwise transferred all your OGS ADSs, please pass the Offer Document and all accompanying documents as soon as possible to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. HOWEVER, SUCH DOCUMENTS SHOULD NOT BE FORWARDED OR TRANSMITTED IN OR INTO AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS IN SUCH JURISDICTION. If you hold Ordinary Shares of Oxford GlycoSciences Plc, you may not use this Letter of Transmittal to tender them. Ordinary Shares of Oxford GlycoSciences Plc can only be tendered by completing, signing and delivering a separate Form of Acceptance.

For the purposes of section 21 of the UK Financial Services and Markets Act 2000 only, this Letter of Transmittal has been approved by J.P. Morgan plc which is regulated by the UK Financial Services Authority.

THE OFFER WILL REMAIN OPEN FOR ACCEPTANCE DURING THE INITIAL OFFER PERIOD. THE INITIAL OFFER PERIOD FOR ACCEPTANCES AND WITHDRAWALS WILL EXPIRE AT 3.00 P.M. LONDON TIME, 10.00 A.M. NEW YORK CITY TIME, ON MONDAY, MARCH 31, 2003, UNLESS EXTENDED TO A LATER CLOSING DATE. AT THE CONCLUSION OF THE INITIAL OFFER PERIOD, IF ALL CONDITIONS OF THE OFFER HAVE BEEN SATISFIED, FULFILLED OR, WHERE PERMITTED, WAIVED, THE OFFER WILL BE EXTENDED FOR A SUBSEQUENT OFFER PERIOD OF AT LEAST 14 CALENDAR DAYS. HOLDERS OF OGS SECURITIES WILL HAVE THE RIGHT TO WITHDRAW THEIR ACCEPTANCE OF THE OFFER FROM THE DATE OF THIS LETTER UNTIL THE SPECIFIED TIME ON THE LAST DAY OF THE INITIAL OFFER PERIOD, BUT NOT DURING THE SUBSEQUENT OFFER PERIOD.

Delivery of this Letter of Transmittal to an address, or transmission of instructions via a facsimile number, other than as set forth above, does not constitute a valid delivery.

The instructions accompanying this Letter of Transmittal should be read carefully before this Letter of Transmittal is completed. Certain terms used in this Letter of Transmittal and not otherwise defined herein shall have the respective meanings assigned to them in the Offer Document.


	*	Need not be completed for book-entry transfers.


**	Unless otherwise indicated, it will be assumed that all OGS ADSs delivered to the Depositary are being tendered. See Instruction 4.

TENDERING HOLDERS OF OGS ADSs EVIDENCED BY OGS ADRs WILL RECEIVE PAYMENT IN DOLLARS INSTEAD OF POUNDS STERLING UNLESS THEY ELECT OTHERWISE HEREIN TO RECEIVE PAYMENT IN POUNDS STERLING. IF YOU WISH TO RECEIVE POUNDS STERLING INSTEAD OF DOLLARS, YOU MUST PLACE AN X IN THE BOX ENTITLED POUNDS STERLING PAYMENT ELECTION.

ACCEPTANCE OF THE OFFER IN RESPECT OF OGS SHARES NOT REPRESENTED BY OGS ADSs CANNOT BE MADE BY MEANS OF THIS LETTER OF TRANSMITTAL. If you hold OGS Shares that are not represented by OGS ADSs, you can obtain a Form of Acceptance for accepting the Offer in respect of those OGS Shares from the Receiving Agent. See Instruction 13 of this Letter of Transmittal.

Delivery of a properly completed and duly executed Letter of Transmittal, OGS ADRs evidencing OGS ADSs (or book-entry transfer of such OGS ADSs) and any other required documents to the Depositary by a holder of OGS ADSs will be deemed (without any further action by the Depositary or The Bank of New York as depositary to the OGS ADS program) to constitute an acceptance of the Offer by such holder with respect to such OGS ADSs subject to the terms and conditions set out in the Offer Document and this Letter of Transmittal.

This Letter of Transmittal is to be used if OGS ADRs evidencing OGS ADSs are to be forwarded herewith. If delivery of OGS ADSs is to be made by book-entry transfer to an account maintained by the Depositary at a Book-Entry Transfer Facility pursuant to the procedures for book-entry transfer set forth in Appendix I, Part C: Acceptance Forms in the Offer Document, then either this Letter of Transmittal or an Agents Message, as defined in the Offer Document, should be used.

Questions or requests for assistance may be directed to the Depositary at its address and telephone number set forth below. Requests for copies of the Offer Document, this Letter of Transmittal, the Notice of Guaranteed Delivery and all other tender offer materials may be directed to the Depositary as set forth below and will be furnished promptly at Celltechs expense. Except as set out in Appendix V of the Offer Document, Celltech will not pay fees or commissions to any broker or dealer or any other person for soliciting tenders of OGS ADSs pursuant to the Offer. Holders of OGS ADSs may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.


o	CHECK BOX IF OGS ADSs IN RESPECT OF WHICH THE OFFER IS BEING ACCEPTED ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN A BOOK-ENTRY TRANSFER FACILITY MAY DELIVER OGS ADSs BY BOOK-ENTRY TRANSFER):


	Name of Delivering Institution



	Account Number at The Depository Trust Company



	Transaction Code Number

	By crediting the OGS ADSs to the Depositarys account at the Book-Entry Transfer Facilitys Automated Tender Offer Program (ATOP) and by complying with applicable ATOP procedures with respect to the Offer, including transmitting to the Depositary an Agents Message, the participant in the Book-Entry Transfer Facility confirms on behalf of itself and the beneficial owners of such OGS ADSs all provisions of this Letter of Transmittal (including all representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Depositary.


o	CHECK BOX ONLY IF OGS ADSs IN RESPECT OF WHICH THE OFFER IS BEING ACCEPTED ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:


	Name(s) of Registered Owner(s)



	Date of Execution of Notice of Guaranteed Delivery



	Name of Institution that Guaranteed Delivery

If a holder of OGS ADSs wishes to accept the Offer and OGS ADRs evidencing such OGS ADSs are not immediately available or the procedures for book-entry transfer cannot be completed on a timely basis, or if time will not permit all required documents to reach the Depositary before the expiration of the Offer, such holders acceptance of the Offer may nevertheless be effected using the Guaranteed Delivery Procedure set out under Appendix I, Part C: Acceptance Forms in the Offer Document. See Instruction 2 of this Letter of Transmittal. HOWEVER, RECEIPT OF A NOTICE OF GUARANTEED DELIVERY WILL NOT BE TREATED AS A VALID ACCEPTANCE FOR THE PURPOSE OF SATISFYING THE ACCEPTANCE CONDITION.

To Mellon Investor Services LLC (as Depositary to the Offer) and
The Bank of New York (as depositary to the OGS ADS program):

The undersigned acknowledges that he or she has received and reviewed the Offer Document dated March 1, 2003, of Celltech Group plc, a company organized under the laws of England and Wales (Celltech), and this Letter of Transmittal, which together contain the Offer by Celltech to purchase, upon the terms and subject to the conditions set out in the Offer Document and the Letter of Transmittal, all of the issued and to be issued ordinary shares of 5 pence each (OGS Shares) of Oxford GlycoSciences Plc (OGS) including those represented by American Depositary Shares (OGS ADSs), each representing one OGS Share and evidenced by American Depositary Receipts (OGS ADRs).

The Offer in the United States is made solely by Celltech and neither JPMorgan nor any of its affiliates is making the Offer in the United States.

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By Mail:	By Overnight Delivery:	By Hand:
P.O. Box 3301 South Hackensack, NJ 07606 Attn: Reorganization Dept.	85 Challenger Road Mail Drop-Reorg Ridgefield Park, NJ 07660 Attn: Reorganization Dept.	120 Broadway 13th Floor New York, NY 10271 Attn: Reorganization Dept.


Facsimile Transmission for Eligible Institutions:		To Confirm Facsimile Transmission Only:
(201) 296-4293		(201) 296-4860



Name(s) and Address(es) of Registered Holder(s) (Please fill in, if blank, exactly as name(s) appear(s) on ADR(s))	OGS ADS(s) Tendered (Attach additional list if necessary)

	ADR Serial Number(s)*	Total Number of ADSs Represented by ADR(s)*	Number of ADSs Tendered**











	Total ADR(s)