]>

CeNeS Announces Conversion of Convertible Loan Note Instruments and
Complete Sale of Elan's Shareholding

Cambridge, UK, 8th August 2003 - CeNeS Pharmaceuticals plc (LSE: CEN)
today announced that through CeNeS' brokers, Evolution Beeson
Gregory, Elan Corporation plc ("Elan") (NYSE: ELN) has agreed to
sell, conditional only upon admission of the shares to trading on the
Alternative Investment Market, Elan's existing holding of 16.9m
shares in CeNeS to a group of institutional investors at 3.875 pence
per share. At the same time CeNeS and Elan have agreed to convert the
outstanding convertible loan notes of US$21.7M (approx �13.5M) into
approximately 20m CeNeS ordinary shares at an average price of $1.1
(�0.68) per ordinary share ("Conversion Shares").  CeNeS has agreed
that as part of the transaction the outstanding loan notes for the
purposes of the conversion will include interest rolled up to the
term for each of the loan notes. These shares have also been placed,
subject to admission of those shares to trading on the Alternative
Investment Market, with the group of institutional investors at 3.875
pence per share. On completion Elan will have no shareholding in
CeNeS. As previously announced on June 18, 2003, CeNeS and Elan
agreed to terminate the CeNeS/Elan joint venture, which was
established in June 2001 to develop M6G (morphine-6-glucuronide) for
the treatment of pain.  CeNeS has agreed to pay Elan a percentage of
all future revenues from M6G

Application will be made for the Conversion Shares to be admitted to
trading on AIM and dealings are expected to commence on 13 August
2003.

Neil Clark, Chief Operating Officer and Financial Director of CeNeS
commented, "CeNeS is pleased to have reached this agreement with Elan
and is pleased to have been able to attract institutional
shareholders to invest in CeNeS"


This news release contains forward-looking statements that reflect
the Company's current expectation regarding future events.
Forward-looking statements involve risks and uncertainties. Actual
events could differ materially from those projected herein and depend
on a number of factors including the success of the Company's
research strategy, the applicability of the discoveries made therein,
the successful and timely completion of clinical studies and the
uncertainties related to the regulatory process.

For more information please contact:

CeNeS Pharmaceuticals plc
Alan Goodman
Neil Clark
Tel: +44 (0)1223 266466
Fax: +44 (0)1223 266467

Euro RSCG Life NRP
Dr Douglas Pretsell
Tel: +44 (0)20 7726 4452
Fax: +44 (0)20 7726 4453


Notes to Editors:

CeNeS is a biopharmaceutical company specialising in the development
and commercialisation of drugs for pain control. The company has
development assets targeting pain and has a portfolio of carried
interests in assets that it has divested. The company is based in
Cambridge, England. For further information visit www.cenes.co.uk.

M6G
M6G, a natural metabolite of morphine, is in development by CeNeS for
the treatment of moderate to severe pain. Morphine is a highly
effective analgesic that has been used for many years despite the
unpleasant side effects of nausea and vomiting and the potential
dangers of respiratory depression.

M6G has undergone several Phase II clinical trials with more than 450
patients receiving M6G. The most recent Phase II trials were designed
to establish the analgesic effects of different doses of M6G
administered at different times compared to a standard morphine
treatment regime. Phase III efficacy studies are currently being
planned: a pivotal, dose-ranging placebo controlled study is
scheduled to commence as a multi-centre study in Europe in 2003 in
patients undergoing knee replacement surgery with spinal anaesthesia.
It is planned that this will be followed by a second Phase III trial
in Europe comparing M6G and morphine treatment in patients with
postoperative pain following gastrointestinal and gynaecological
surgery. Side-effect profiles of M6G will be investigated in both
studies. If these trials are successful then M6G will be on target to
be launched in Europe in 2005/6.

Opiate Analgesia
Analgesia is the process of pain-relief and any pain-relieving drug
is called an analgesic. The most potent known class of analgesics are
the opiates, derived from the opium poppy, which confer a high degree
of pain-relief for severe pain. Opiates, like morphine and codeine,
act centrally in the brain in an area called the periaqueductal grey
area where they mimic the actions of neuromodulators called
endogenous opiates and 'switch off' the sensation of pain centrally.

The markets for M6G
M6G has potential as an analgesic for two types of pain,
post-operative pain and chronic pain, both of which are currently
treated with morphine.



- ---END OF MESSAGE---
Copyright � Hugin ASA 2003. All rights reserved.-----BEGIN PGP SIGNATURE-----
Version: PGP 6.5.8

iQA/AwUBPzOnoO6RaHz0nSHVEQKDeQCeO+rZcYC2IJVyHHOU4UPTlqCSUVAAnjL7
DQoGrcaGxd0ik45zASS7LOIR
=OoTp
-----END PGP SIGNATURE-----