EXHIBIT 15
Cambridge Antibody Technology Group plc Oxford Glycosciences plc
Milstein Building The Forum
Granta Park 86 Milton Park
Cambridge Abingdon
CB1 6GH Oxfordshire
OX14 4RY
22 January 2003
Dear Sirs,
Project Boat
1. In this letter "Bidder" means Cambridge Antibody Technology Group plc,
"Target" means Oxford Glycosciences plc, "Party" means either Bidder or
Target and "Parties" means both of them. Also, in this letter,
"Transaction" means the proposed combination of Target with Bidder which
is to be effected by way of a scheme of arrangement substantially on the
terms and subject to the conditions set out in the attached draft press
announcement (subject to any modification thereto as may be agreed between
any director of Bidder and any director of Target, and together with any
such additional terms and conditions as may be required to comply with the
requirements of the Listing Rules made by the competent authority under
the Financial Services and Markets Act 2000 or the rules and regulations
of London Stock Exchange plc or the City Code on Takeovers and Mergers).
2. In consideration of their mutual obligations under this letter, the
Parties agree as follows:
(a) the Target shall pay to the Bidder (pound)1,096292, forthwith, in
the event that:
(i) the Target's shareholders fail to pass any shareholder
resolution required to implement the Transaction; or
(ii) the Target's board of directors fails to recommend or
withdraws or modifies its recommendation of the Transaction or
fails to take any steps which are necessary to implement the
Transaction (including failing to put any shareholders
resolutions to the vote or adjourning or permitting the
adjournment of any meetings at which such resolutions are to
be put);
except where the provisions of clause 4 of the Transaction Agreement
between Target and Bidder dated 22 January 2003 (the "Transaction
Agreement") apply; and
(b) the Bidder shall pay to the Target (pound)1,096292, forthwith, in
the event that:
(i) the Bidder's shareholders fail to pass any shareholder
resolution required to implement the Transaction; or
(ii) the Bidder's board of directors fails to recommend or
withdraws or modifies its recommendation of the Transaction or
fails to take any steps which are necessary to implement the
Transaction (including failing to put any shareholders
resolutions to the vote or adjourning or permitting the
adjournment of any meetings at which such resolutions are to
be put);
except where the provisions of clause 4 of the Transaction Agreement
apply.
3. No delay in exercising or non-exercise of any right, power or remedy
provided by law or under or in connection with this letter shall impair,
or otherwise operate as a waiver or release of, that right, power or
remedy.
4. If all or any part of any provision of this letter shall be or become
illegal, invalid or unenforceable in any respect, then the remainder of
that provision and/or all other provisions of this letter shall remain
valid and enforceable and the remaining obligations of the parties under
this letter shall not be affected or impaired.
5. This letter shall be governed by and construed in accordance with the laws
of England.
Yours faithfully,
/s/ [ILLEGIBLE]
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Director for and on behalf of Cambridge Antibody Technology Group plc
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Director for and on behalf of Oxford Glycosciences plc