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Cash Offer



by



Celltech Group plc



and (outside the United States) by



JPMorgan



on its behalf



for



Oxford GlycoSciences Plc




THE OFFER WILL REMAIN OPEN FOR ACCEPTANCE DURING
THE INITIAL OFFER PERIOD. THE INITIAL OFFER PERIOD FOR
ACCEPTANCES AND WITHDRAWALS WILL EXPIRE AT 3.00 PM. LONDON
TIME, 10.00 A.M. NEW YORK CITY TIME ON MONDAY,
MARCH 31, 2003, UNLESS EXTENDED TO A LATER CLOSING DATE. AT
THE CONCLUSION OF THE INITIAL OFFER PERIOD, IF ALL CONDITIONS OF
THE OFFER HAVE BEEN SATISFIED, FULFILLED OR, WHERE PERMITTED,
WAIVED, THE OFFER WILL BE EXTENDED FOR A SUBSEQUENT OFFER PERIOD
OF AT LEAST 14 CALENDAR DAYS. HOLDERS OF OGS SECURITIES
WILL HAVE THE RIGHT TO WITHDRAW THEIR ACCEPTANCE OF THE OFFER
FROM THE DATE OF THIS LETTER UNTIL THE SPECIFIED TIME ON THE
LAST DAY OF THE INITIAL OFFER PERIOD, BUT NOT DURING THE
SUBSEQUENT OFFER PERIOD.






March 1, 2003





To Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees:



     
Celltech Group plc, a company organized under the
laws of England and Wales (“Celltech”), is offering to
purchase, upon the terms and subject to the conditions set forth
in its Offer Document dated March 1, 2003, and the
accompanying Acceptance Forms (as defined in the Offer
Document), all of the issued and to be issued ordinary shares of
5 pence each (“OGS Shares”) of Oxford
GlycoSciences Plc (“OGS”), including those represented
by American Depositary Shares (“OGS ADSs”), each
representing one OGS Share and evidenced by American Depositary
Receipts (“OGS ADRs”). In addition, in the United
Kingdom and outside of the United States, JPMorgan or its
affiliates may make the Offer on behalf of OGS. Certain terms
used herein and not otherwise defined herein shall have the
respective meanings assigned to them in the Offer Document.



     
For your information and for forwarding to those
of your clients for whom you hold OGS ADSs registered in your
name or in the name of your nominee, we are enclosing the
following documents:




			
	 	1. 	
    The Offer Document;
    
	 
	 	2. 	
    A printed form of letter that may be sent to your
    clients for whose account you hold OGS ADSs registered in your
    name or in the name of a nominee, with space provided for
    obtaining such clients’ instructions with regard to the
    Offer;
    
	 
	 	3. 	
    The Letter of Transmittal to be used by holders
    of OGS ADSs to accept the Offer;
    









 




			
	 	4. 	
    The Notice of Guaranteed Delivery;
    
	 
	 	5. 	
    Guidelines for Certification of Taxpayer
    Identification Number on Substitute Form W-9; and
    
	 
	 	6. 	
    A return envelope addressed to the Depositary.
    




     
Your prompt action is requested. We urge you to
contact your clients as promptly as possible.



     
The Offer cannot be accepted in respect of OGS
Shares not represented by OGS ADSs by means of the Letter of
Transmittal. A Form of Acceptance for accepting the Offer in
respect of OGS Shares can be obtained from the Receiving Agent
(whose name and address may be found in the Offer Document).



     
Payment for OGS ADSs purchased pursuant to the
Offer will be made within 14 calendar days after the end of
the Initial Offer Period in the case of acceptances received
complete in all respects during the Initial Offer Period, and in
the case of acceptances received complete in all respects after
the end of the Initial Offer Period but while the Offer remains
open for acceptance, within 14 calendar days of receipt.



     
Except as set out in Appendix V of the Offer
Document, OGS will not pay any fees or commissions to any
broker, dealer or other person for soliciting acceptances of the
Offer with respect to OGS ADSs. You will, however, be reimbursed
for customary mailing and handling expenses incurred by you in
forwarding the enclosed materials to your client.



     
Inquiries you may have with respect to the Offer
should be addressed to the Depositary at the address and
telephone numbers set forth in the Letter of Transmittal.
Additional copies of the enclosed materials and of the original
Offer Document may be obtained from the Depositary at the
address and telephone numbers set forth in the Letter of
Transmittal.




		
	 	
    Very truly yours,
    
	 
	 	
    CELLTECH GROUP PLC
    




     
Nothing contained herein or in the enclosed
documents shall constitute you or any other person as the agent
of Celltech, the Depositary or the Receiving Agent or authorize
you or any other person to give any information or make any
representation on behalf of any of them with respect to the
Offer not contained in the Offer Document or the Letter of
Transmittal.



     
This document should not be forwarded or
transmitted in or into Canada, Australia or Japan or any other
jurisdiction if to do so would constitute a violation of the
relevant laws in such jurisdictions.