Offer Update

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

3 May 2011

IS Pharma plc

("IS Pharma" or the "Company")

Offer Update: Results of Shareholder Court Meeting and General Meeting

Further to the announcement made by IS Pharma on 8 April 2011 regarding the posting of the Scheme Document relating to the recommended offer for the entire issued and to be issued share capital of IS Pharma by Sinclair Pharma plc ("Sinclair Pharma") to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006, the directors of IS Pharma are pleased to announce that the Meetings held earlier today in order to approve the Scheme and related matters have both concluded successfully and all resolutions proposed at such Meetings were duly passed. This follows on from the announcement made by Sinclair Pharma earlier today that the Sinclair Pharma General Meeting held to approve, amongst other things, the Merger had also been concluded successfully and that all resolutions proposed at that meeting were duly passed.

At the Shareholder Court Meeting, a majority in number of Scheme Shareholders who voted, either in person or by proxy, representing over 75 per cent. in value of all Scheme Shares voted by those Scheme Shareholders, voted in favour of the Scheme and accordingly the resolution was duly passed. The voting of those Scheme Shareholders who cast votes either in person or by proxy at the Shareholder Court Meeting was as follows:

At the General Meeting, the special resolution proposed to approve the Scheme, the associated Reduction of Capital and certain other matters in connection with the Scheme (including certain amendments to the IS Pharma's articles of association) was duly passed on a show of hands. The ordinary resolution proposed to approve the payment of £249,000 to Tim Wright as compensation for his loss of office as Chief Executive Officer of the Company was also duly passed on a show of hands.

Next steps

In order to become effective in accordance with its terms, the Court must now sanction the Scheme and confirm the Reduction of Capital at the Court Hearing. The Court Hearing is scheduled to take place on 19 May 2011.

It is expected that the last day of dealings in IS Pharma Shares will be 18 May 2011. Following the sanction of the Scheme and confirmation of the Reduction of Capital by the Court it is expected that the cancellation of trading on AIM in IS Pharma Shares will take place at 7.00 am on 23 May 2011, being the business day immediately following the anticipated Effective Date of the Scheme.

If any of these expected dates change, IS Pharma will, unless the Panel on Takeovers and Mergers otherwise consents, give notice of the change by issuing a further announcement through a Regulatory Information Service. An expected timetable of principal events is set out below:

Cancellation of trading in IS Pharma Shares on AIM

IS Pharma will apply to the London Stock Exchange for the admission to trading of IS Pharma Shares on AIM to be:

·; suspended with effect from 7.30 a.m. on the date of the Court Hearing; and

·; cancelled with effect from 7.00 a.m. on the Business Day immediately following the Effective Date.

It is also proposed that IS Pharma will be re-registered as a private company on or after the Effective Date, in order to facilitate the Merger.

It is proposed that following completion of the Merger Sinclair IS Pharma plc will seek to Delist and apply for admission of its shares to trading on AIM.

General

Capitalised terms used in this announcement but not defined have the meanings given to them in the Scheme Document published by IS Pharma on 8 April 2011 (the "Scheme Document").

Copies of the resolutions passed at the Meetings, the Company's amended articles of association and the Scheme Document are available for inspection at the offices of the Company at Office Village, Chester Business Park, Chester CH4 9QZ during usual business hours on any weekday (Saturday, Sundays and public holidays excepted) and will be published on the Company's website: www.ispharma.plc.uk/inve_aim.php.

Copies of the resolutions passed at the Sinclair Pharma General Meeting and the Sinclair Pharma Circular are available for inspection at Sinclair Pharma at Woolsack Way, Godalming, Surrey, GU7 1XW during usual business hours on any weekday (Saturday, Sundays and public holidays excepted)  and will be published on Sinclair Pharma's website: www.sinclair pharma.com. Copies of the resolutions passed at the Sinclair Pharma General Meeting have also been submitted to the National Storage Mechanism and will be available for inspection at www.hemscott.com/nsm.do.

Contacts

IS Pharma Shareholders are advised to read the formal documentation received by them in relation to the Offer carefully as it contains important information.

Whether or not certain IS Pharma Shares were voted at the Shareholder Court Meeting or the General Meeting, if the Scheme becomes effective those IS Pharma Shares will be cancelled pursuant to the Scheme in return for 2.6868 New Sinclair Pharma Shares for every one IS Pharma Share.

finnCap Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to IS Pharma and no-one else in connection with the Merger and will not be responsible to anyone other than IS Pharma for providing the protections afforded to clients of finnCap Limited nor for providing advice in relation to the Merger or any of the matters referred to herein.

Singer Capital Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser to Sinclair Pharma and no-one else in connection with the Merger and will not be responsible to anyone other than Sinclair Pharma for providing the protections afforded to clients of Singer Capital Markets Limited nor for providing advice in relation to the Merger or any of the matters referred to herein.

This announcement is not intended to, and does not, constitute or form part of an offer or invitation to sell or subscribe for or acquire or exchange securities in Sinclair Pharma or IS Pharma or a solicitation of any vote or approval in any jurisdiction pursuant to the Merger or otherwise. The full terms and conditions of the Scheme are set out in the Scheme Document. This announcement does not constitute a prospectus or a prospectus equivalent document. The release, publication or distribution of this announcement in jurisdictions other than the UK and the implications of the Scheme for IS Pharma Shareholders outside the UK may be affected by the laws of the relevant jurisdictions. IS Pharma Shareholders outside the UK should inform themselves about and observe any applicable requirements. It is the responsibility of each IS Pharma Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required to be observed and the payment of any issue, transfer or other taxes in such jurisdictions. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

The New Sinclair Pharma Shares have not been, nor will they be, registered under the Securities Act or under the securities laws of any jurisdiction of the United States and will not be listed on any stock exchange in the United States. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the New Sinclair Pharma Shares, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence under US law. Further, the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance and the New Sinclair Pharma Shares have not been, and nor will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan. Accordingly, the New Sinclair Pharma Shares may not (unless an exemption under relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction, or to, or for the account or benefit of, a person located in the United States, Canada, Australia or Japan.

Cautionary note on forward looking statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Sinclair Pharma and IS Pharma and certain plans and objectives of the Sinclair Pharma Directors and the IS Pharma Directors with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions, and assessments made by the Sinclair Pharma Directors and the IS Pharma Directors in light of their experience and their perception of historical trends, current conditions, expected future developments, and other factors they believe appropriate. By their nature, forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although the Sinclair Pharma Directors and the IS Pharma Directors believe that the expectations reflected in such forward-looking statements are reasonable, neither Sinclair Pharma nor IS Pharma can give any assurance that such expectations will prove to have been correct and assume no obligation to update or correct the information contained in this announcement (except to the extent legally required) and Sinclair Pharma and IS Pharma therefore caution you not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.

Disclosure requirements required under the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Sinclair Pharma plc has 240,979,560 ordinary shares of 1p each in issue with ISIN GB0033856740. IS Pharma has 52,000,679 ordinary shares of 10p each in issue with ISIN GB00B2QBY649.

Publication on websites

In accordance with Rule 19.11 of the Code, a copy of this announcement will be published, subject to certain restrictions relating to persons resident in restricted jurisdictions, on IS Pharma's website at www.ispharma.plc.uk. For the avoidance of doubt, the contents of this website is not incorporated into and does not form part of this announcement.