AMENDMENT OF STOCK PURCHASE AGREEMENT



Amendment to the Stock Purchase Agreement made on 18 March 1996 between Dr.

Jacques Gonella, Obrechtstrasse 30, 4132 Muttenz, Switzerland and SkyePharma

PLC, 105 Piccadilly, London W1V 9FN ("the Agreement")



WHEREAS, the Parties to the Agreement had discussions regarding the amendment of

the Agreement relating to the form of payment of such deferred consideration as

set out in the Agreement;



NOW, THEREFORE the parties hereby agree as follows:



1.   The existing clause 2.2.5 of the Agreement shall be amended as follows:



     "2.2.5 (h) Notwithstanding any of the above it shall be the Buyer's right

     and in its sole discretion to make any due payment in respect of any

     deferred consideration set out in this Clause 2.2.5 in freely tradable and

     registered Ordinary Shares of 10p (ten pence) of SkyePharma PLC.



     The number of shares to be transferred shall be calculated on the basis of

     the average of middle market price of the stock as traded on the London

     Stock Exchange over the period of the 10 (ten) trading days prior to the

     due date of the payment and by applying the closing average buying/selling

     exchange rate for US Dollars into English Pounds as published by the

     Financial Times on the last day prior to the due date of the payment.



2.   In all other respects the Agreement shall remain in full force and effect

     and shall not be deemed to be affected by this Amendment.



This document reflects the agreement reached between the Buyer and the Seller at

the occasion of the board meeting of the Buyer in London on March 31, 2000 and

approved by the board of the Buyer on that date.



Zurich/London, April 7, 2000



The Seller:

by Dr. T. M. Rinderknecht

for the Seller



/s/ Dr. T. M. Rinderknecht

pp Dr. Jacques Gonella



The Buyer:

SkyePharma PLC

/s/ Donald Nicholson



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                          AMENDED SETTLEMENT AGREEMENT



This Amended Settlement is an amendment to the Stock Purchase Agreement made on

18 March 1996 between Dr. Jacques Gonella, Obrechtstrasse 30, 4132 Muttenz,

Switzerland and SkyePharma PLC, 105 Piccadilly, London W1V 9FN, as amended on

31 March 2000 ("the Agreement")



WHEREAS, the Parties to the Agreement had discussions regarding the settling of

certain deferred considerations owed by the Buyer to the Purchaser under the

Agreement; and



WHEREAS, the parties have executed a Settlement Agreement dated April 7, 2000

which they agreed to amend for certain technical reasons; and



NOW, THEREFORE the parties hereby agree as follows:



1.   The Buyer agrees to pay and the Seller agrees to accept in full

     satisfaction of all present and future claims under the Clauses 2.2.3 (GJT

     Contract Fee), 2.2.4 (Inhalation Contract Fee) and 2.2.5 (Earn Out"),

     including Sub-Clauses (a), (b), (c), (d), (e), (f) and (g) of the Agreement

     the following compensation.



2.   The Buyer shall issue to Seller as full and final compensation the

     following number of shares of Buyer upon the following conditions happening

     and being satisfied:



     (a)  6,000,000 (Six Million) freely tradable and registered ordinary shares

          of 10p (ten pence) each within 10 (ten) days upon approval of this

          Settlement Agreement by the General Meeting of Shareholders of the

          Buyer, as further provided for in clause 3 below; and



     (b)  12,000,000 (Twelve Million) new "A" Deferred Shares in the capital of

          the Buyer credited as fully paid within 10 (ten) days from such

          approval; and



     (c)  12,000,000 (Twelve Million) new "B" Deferred Shares in the capital of

          the Buyer credited as fully paid within 10 (ten) days from such

          approval.



     The "A" Deferred Shares and the "B" Deferred Shares shall confer upon the

     holders thereto the rights and shall be subject to the restrictions set out

     in the Schedule to this Agreement.



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3. The Parties agree to amend and modify section 9. of the Agreement as follows:



(a)  In respect of section 9.1.1 of the Agreement: The Buyer shall be relieved

     from the obligation to submit to the Seller the statements required under

     section 9.1 of the Agreement. Instead, the Buyer shall submit to the Seller

     within 30 (thirty) days of having become aware of the fact that any of the

     conditions set forth in sections 1.4 or 2.4 of the Schedule hereto

     prevails, a written notice to this effect, accompanied by copies of the

     relevant documents establishing the relevant facts and circumstances.



(b)  In respect of section 9.1.2 of the Agreement: The audit rights granted to

     the Seller under section 9.1.2 of the Agreement shall be limited to the

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