Under the terms of the agreement announced today, ImmuLogic will receive US$1m from Xenova in return for ImmuLogic’s rights to all future payments relating to the two vaccine programmes. Mutual releases from claims, proceedings and any other liabilities were also exchanged.

Under a 1998 Purchase Agreement, Cantab Pharmaceuticals plc (which merged with Xenova in 2001) undertook to pay ImmuLogic certain milestone payments relating to the TA-CD and TA-NIC programmes, payable at the end of each clinical development phase and valued at up to $11m, plus royalties.

ImmuLogic began voluntary liquidation proceedings in August 1999 and is now expected to complete its liquidation following a final cash distribution to its former shareholders.

In order to fund the buyout of ImmuLogic’s interests, Xenova has raised £680,000 before expenses through the placing for cash of 1,766,235 new ordinary shares of 10 pence each. The new shares, which represent approximately 1.02 per cent of the Company’s issued share capital prior to the placing, have been placed by Nomura International plc at a price of 38.5 pence per share. The placing represents a discount of approximately 9.9 per cent to the closing middle market price on the London Stock Exchange on 14 January 2003.

Application will be made today for the 1,766,235 new shares to be admitted to the Official List and to trading on the London Stock Exchange, with admission expected to become effective on 20 January 2003. When issued, the new shares will rank pari passu in all respects with the Company’s existing ordinary shares.

Commenting on today’s news, David Oxlade, Chief Executive of Xenova, said:

“We are delighted with this agreement, which releases Xenova from large potential payment obligations and consequently increases our commercial flexibility in relation to both TA-CD and TA-NIC. Both programmes have a large commercial potential and are designed to assist the significant number of people worldwide who find it difficult to overcome their addiction.”
 

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CONTACTS

UK:
Xenova Group plc
Tel: +44 (0)1753 706600
David A Oxlade, Chief Executive Officer
Daniel Abrams, Group Finance Director
Hilary Reid Evans, Corporate Communications

Financial Dynamics
Tel: +44 (0)207 831 3113
David Yates/Ben Atwell

US:
Trout Group/BMC Communications
Tel: 001 212 477 9007
Press: Brad Miles (Ext 17) Lauren Tortorete (Ext 20)
Investors: Jonathan Fassberg (Ext 16) Lee Stern (Ext 22)

Notes to Editors
Xenova Group plc's product pipeline focuses principally on the therapeutic areas of cancer and immune system disorders. Xenova has a broad pipeline of programmes in clinical development. The Group has a well-established track record in the identification, development and partnering of innovative products and technologies and has partnerships with significant pharmaceutical companies including Lilly, Pfizer, Celltech, Genentech, QLT and Millennium Pharmaceuticals.

For Xenova: Disclaimer to take advantage of the "Safe Harbor" provisions of the US Private Securities Litigation Reform Act of 1995. This press release contains "forward-looking statements," including statements about the discovery, development and commercialisation of products. Various risks may cause Xenova's actual results to differ materially from those expressed or implied by the forward looking statements, including: adverse results in our drug discovery and clinical development programs; failure to obtain patent protection for our discoveries; commercial limitations imposed by patents owned or controlled by third parties; our dependence upon strategic alliance partners to develop and commercialise products and services; difficulties or delays in obtaining regulatory approvals to market products and services resulting from our development efforts; the requirement for substantial funding to conduct research and development and to expand commercialisation activities; and product initiatives by competitors. For a further list and description of the risks and uncertainties we face, see the reports we have filed with the Securities and Exchange Commission. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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