Company Celltech Group PLC
                  TIDM CCH
                  Headline Offer Update
                  Released 16:32 16 Apr 2003
                  Number 1330K






NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA
OR JAPAN

16 April 2003
CELLTECH GROUP PLC ("CELLTECH")
CASH OFFER FOR OXFORD GLYCOSCIENCES PLC ("OGS")

Further to Celltech's earlier announcement today, Celltech's Offer for OGS
is now declared unconditional in all respects and will remain open until
further notice.

As at 3:00 p.m. (London time) today, valid acceptances of its Offer had
been received in respect of 5,582,673 OGS Shares (including those
represented by OGS ADSs), representing approximately 9.97 per cent. of the
issued share capital of OGS and Celltech has also purchased 26,418,956 OGS
Shares, representing approximately 47.17 per cent. of the issued share
capital of OGS, which both meet the requirements of the City Code on
Takeovers and Mergers (the "City Code") for counting towards fulfilment of
the acceptance condition of the Offer. Accordingly, Celltech has now a
cquired or received valid acceptances in respect of, an aggregate of
32,001,629 OGS Shares (including those represented by OGS ADSs),
representing approximately 57.14 per cent. of the issued share capital of
OGS.

In addition, on 14 April 2003, Celltech purchased a further 2,351,488 OGS
Shares, representing approximately 4.20 per cent. of the issued share
capital of OGS, which await settlement. Accordingly, subject to the
settlement of the share purchases made on 14 April 2003, Celltech has now
acquired or received valid acceptances in respect of, an aggregate of
34,353,117 OGS Shares (including those represented by OGS ADSs),
representing approximately 61.34 per cent. of the issued share capital of
OGS.

Save as set out above, neither Celltech, nor any person acting or deemed
to be acting in concert with Celltech, owned any OGS Shares on 22 January
2003 (being the business day prior to the commencement of the offer period),
nor have any of such persons acquired or agreed to acquire any OGS Shares
(including OGS Shares represented by OGS ADSs) during the offer period and
no acceptances of the Offer have been received from any persons acting or
deemed to be acting in concert with Celltech.

Shareholders in OGS who wish to accept the Offer, and who have not done so,
should return their Form(s) of Acceptance as soon as possible. Further Forms
of Acceptance can be obtained from Lloyds TSB Registrars, The Causeway,
Worthing, West Sussex BN99 6DA or by telephoning the Helpline on 0870 600
0673 (if calling from the United Kingdom), (1) 800 858 1202 (if calling
from the United States or if you are an OGS ADS Holder) or +44 (0) 1903 702
767 (if calling from elsewhere). If you are an OGS ADS Holder and wish to
accept the Offer, you should follow the instructions set out in the Letter
of Transmittal. If OGS Shareholders or OGS ADS Holders are in any doubt as
to the procedures for acceptance, they should contact the Helpline on the
above numbers.

Dr. Peter Fellner commented:

"We are happy to be able to declare the Offer unconditional and can now
focus on the integration process."

A further announcement will be made in due course.

Enquiries:

For further information contact:

      Celltech Group plc
      Telephone: +44 (0)1753 534 655
      Dr Peter Fellner, Chairman
      Peter Allen, Deputy CEO and CFO
      Richard Bungay, Director of Corporate Communications

      JPMorgan
      Telephone: +44 (0)20 7742 4000
      Bernard Taylor, Vice Chairman
      Julian Oakley, Managing Director
      Brunswick London Telephone: +44 (0)20 7404 5959
      Jon Coles
      Fiona Fong
      Brunswick New York Telephone: +1 212 333 3810
      Cindy Leggett-Flynn


Terms defined in the Offer Document have the same meaning when used in
this announcement.

Celltech and JPMorgan, acting on its behalf outside the United States,
are offering to purchase all of the issued and to be issued ordinary
shares of 5 pence each in OGS (including those represented by OGS ADSs)
at a price of 182 pence per OGS Share.

This announcement does not constitute an offer or invitation to purchase
any securities or a solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer is being made solely by the
Offer Document and the Acceptance Forms accompanying the Offer Document,
which contain the full terms and conditions of the Offer, including details
of how the Offer may be accepted. Celltech filed with the SEC a Tender Offer
Statement on Schedule TO containing the Offer Document and other related
information on 3 March 2003. Free copies of those documents are available
on the SEC's website at www.sec.gov. The Offer Document and the Acceptance
Forms accompanying the Offer Document have been made available to all OGS
Securityholders at no charge to them. OGS Securityholders are advised to
read the Offer Document and the accompanying Acceptance Forms which have
been sent to them because they contain important information. OGS
Securityholders in the United States are also advised to read the Tender
Offer Statement because it contains important information.

Unless otherwise determined by Celltech and permitted by applicable law
and regulation, the Offer (including the Loan Note Alternative) is not
being made, directly or indirectly, in or into, or by use of the mails
of, or by any other means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign
commerce of, or of any facility of a national securities exchange of
Canada, nor is it being made in or into Australia or Japan and the Offer
is not capable of acceptance by any such use, means, instrumentality or
facilities or from within Australia, Canada or Japan. Accordingly, unless
otherwise determined by Celltech and permitted by applicable law and
regulation, neither copies of this announcement nor any other documents
relating to the Offer have been, or may be, mailed or otherwise forwarded,
distributed or sent in or into Australia, Canada or Japan and persons
receiving such documents (including custodians, nominees and trustees)
must not distribute or send them in, into or from such jurisdictions.

The Loan Notes to be issued pursuant to the Loan Note Alternative
available under the Offer have not been, and will not be, listed on any
stock exchange and have not been and will not be registered under the US
Securities Act of 1933, as amended or under any relevant securities laws
of any state or other jurisdiction of the United States, or under the
relevant securities laws of Australia, Canada or Japan or any other
jurisdiction. Accordingly, unless an exemption under such relevant laws
is available, Loan Notes may not be offered, sold, re-sold or delivered,
directly or indirectly, in, into or from the United States, Australia,
Canada or Japan or any other jurisdiction in which an offer of Loan Notes
would constitute a violation of relevant laws or require registration of
the Loan Notes, or to or for the account or benefit of any US Person or
resident of Australia, Canada or Japan or any other such jurisdiction.

THE INITIAL OFFER PERIOD HAVING EXPIRED UPON THE OFFER BEING DECLARED
UNCONDITIONAL IN ALL RESPECTS, OGS SECURITYHOLDERS WILL NOT HAVE THE
RIGHT TO WITHDRAW THEIR ACCEPTANCES OF THE OFFER DURING THE SUBSEQUENT
OFFER PERIOD.

Not less than 14 calendar days' notice in writing will be given prior
to the closing of the Offer by or on behalf of Celltech to those OGS
Securityholders who have not accepted the Offer.

The Directors of Celltech accept responsibility for the information
contained in this announcement, and, to the best of their knowledge
and belief (having taken all reasonable care to ensure such is the case),
the information contained in this announcement is in accordance with the
facts and does not omit anything likely to affect the import of such
information.

J.P. Morgan plc, which is regulated in the United Kingdom by the
Financial Services Authority, is acting for Celltech and for no one
else in connection with the Offer and will not be responsible to
anyone other than Celltech for providing the protections afforded to
customers of JPMorgan or for providing advice in relation to the Offer,
the contents of the Offer Document or any transaction or arrangement
referred to therein.

OGS has equity securities traded on the London Stock Exchange and
NASDAQ. The Panel wishes to draw the attention of member firms of
NASDAQ to certain UK dealing disclosure requirements during the offer
period.

The above disclosure requirements are set out in more detail in Rule 8
of the City Code. In particular, Rule 8 requires public disclosure of
dealings during the offer period by persons who own or control, or who
would as a result of any transaction own or control, one per cent. or
more of any class of relevant securities of the offeree company. Relevant
securities include OGS Shares, OGS ADSs and instruments convertible into
OGS Shares or OGS ADSs. This requirement will apply until the first
closing date or, if this is later, the date when the Offer becomes or
is declared unconditional or lapses.

Disclosure should be made on an appropriate form by no later than 12
noon (London time), 7 a.m. (New York City time) on the business day
following the date of the dealing transaction. These disclosures should
be published through a Regulatory Information Service.

The Panel requests that member firms advise those of their clients who
wish to deal in the relevant securities of OGS, whether in the United
States or in the United Kingdom, that they may be affected by these
requirements. If there is any doubt as to their application the Panel
should be consulted (telephone number: +44 (0) 20 7382 9026, fax number:
+44 (0) 20 7638 1554).

This announcement has been approved by J.P.Morgan plc for the purpose
of section 21 of the Financial Services and Markets Act 2000 only.

END